ROCKALL CLO B.V. - Irish Stock Exchange

(f)
a holder of a Note will not be treated as a resident of The Netherlands by reason only of the holding of a
Note or the execution, performance, delivery and/or enforcement of the Notes.
EU Savings Directive
On 3 June 2003 the Council of the European Union ("ECOFIN") adopted a directive regarding the taxation of
interest income. Each Member State must implement the directive by enacting legislation that requires paying
agents (within the meaning of the directive) established within its territory to provide to the relevant competent
authority details of interest payments made to any individual and certain intermediate entities resident in another
Member State or in a dependent or associated territory of a Member State (a "Reportable Territory"). The
competent authority of the Member State of the Paying Agent (within the meaning of the directive) is then
required to communicate this information to the competent authority of the Reportable Territory of which the
beneficial owner of the interest is a resident.
Austria, Belgium and Luxembourg may opt instead to withhold tax from interest payments within the meaning of
the directive.
United States Federal Income Taxation
This is a discussion of the principal U.S. federal income tax consequences of the acquisition, ownership,
disposition and retirement of the Specified Notes (which term shall include the VF Notes for the purposes of this
section).
Except as expressly set forth below, this discussion does not address all aspects of U.S. federal income taxation
that may be relevant to a particular holder based on such holder's particular circumstances, nor does it address
any aspect of state, local, or non-U.S. tax laws or the possible application of U.S. federal gift or estate taxes. In
particular, except as expressly set forth below, this discussion does not address aspects of U.S. federal income
taxation that may be applicable to holders that are subject to special treatment, including U.S. Holders that:
●
●
●
●
are broker-dealers, securities traders, insurance companies, tax-exempt organisations, financial
institutions, real estate investment trusts, regulated investment companies or grantor trusts;
are certain former citizens or long-term residents of the United States;
hold Specified Notes as part of a "straddle", "hedge", "conversion", "integrated transaction" or
"constructive sale" with other investments or
own or are deemed to own 10 per cent. or more, by voting power or value, of the Specified Notes
(including Class E Subordinated Notes treated as equity for U.S. federal income tax purposes).
This discussion considers only holders that will hold Specified Notes as capital assets and whose functional
currency is the U.S. Dollar. This discussion does not address commitment fees (if any) paid with respect to the
Specified Notes. This discussion is generally limited to the tax consequences to initial holders that purchase
Specified Notes upon their initial issuance at their initial issuance price.
"U.S. Holder" is, for the purposes of this section, defined as the beneficial owner of a Specified Note who or
which is for U.S federal income tax purposes:
●
●
●
●
●
a citizen or resident of the United States;
a corporation or partnership created or organised under the laws of the United States or any political
subdivision thereof or therein;
an estate, the income of which is subject to U.S. federal income tax regardless of the source;
a trust that validly elects to be treated as a U.S. person for U.S. federal income tax purposes or
a trust, in respect of the administration of which, a court within the U.S. is able to exercise primary
supervision provided one or more U.S. persons have the authority to control all substantial decisions of
such trust.
The term "non-U.S. Holder" means a beneficial owner of the Specified Notes that is not a U.S. Holder.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the
Specified Notes, the tax treatment of the partnership and a partner in such partnership generally will depend on
the status of the partner and the activities of the partnership. Such a partner or partnership should consult its
own tax adviser as to its consequences.
Internal Revenue Service Circular 230 Disclosure
Pursuant to Internal Revenue Service Circular 230, we hereby inform you that the description set forth
herein with respect to U.S. federal tax issues was not intended or written to be used, and such
description cannot be used, by any taxpayer for the purpose of avoiding any penalties that may be
imposed on the taxpayer under the U.S. Internal Revenue Code. Such description was written to support
- 171 -