ROCKALL CLO B.V. - Irish Stock Exchange

CERTAIN ERISA CONSIDERATIONS
The U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") imposes fiduciary standards
and certain other requirements on employee benefit plans and other retirement arrangements subject thereto,
including collective investment funds, insurance company general and separate accounts whose underlying
assets are treated as if they were assets of such plans pursuant to the U.S. Department of Labor's "plan assets"
regulation, set forth at 29 C.F.R. Section 2510.3-101 (the "Plan Assets Regulation") (collectively, "ERISA
Plans") and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are
subject to ERISA's general fiduciary requirements, including the requirement of investment prudence and
diversification and the requirement that an ERISA Plan's investments be made in accordance with the documents
governing the ERISA Plan. The prudence of a particular investment will be determined by the responsible
fiduciary of an ERISA Plan by taking into account the ERISA Plan's particular circumstances and all of the facts
and circumstances of the investment including, but not limited to, the matters discussed above under the section
of this Offering Circular headed "Risk Factors" and the fact that in the future there may be no market in which
such fiduciary will be able to sell or otherwise dispose of the Notes.
In addition, Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets
of an ERISA Plan (as well as those plans that are not subject to ERISA but which are subject to Section 4975 of
the Code (together with ERISA Plans, "Plans")) and certain persons (referred to as "parties in interest" or
"disqualified persons") having certain relationships to such Plans, unless a statutory or administrative exemption
applies to the transaction. In particular, a sale or exchange of property or an extension of credit between a Plan
and a "party in interest" or "disqualified person" may constitute a prohibited transaction. In the case of
indebtedness, the prohibited transaction provisions apply throughout the term of such indebtedness (and not only
on the date of the initial borrowing). A party in interest or disqualified person who engages in a prohibited
transaction may be subject to excise taxes or other liabilities under ERISA and the Code.
Governmental plans and certain church plans, while not subject to the fiduciary responsibility provisions of ERISA
or the provisions of Section 4975 of the Code, may nevertheless be subject to U.S. state, local or other federal
laws that are substantially similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such
plans should consult with their counsel before purchasing any VF Notes, Class A Notes, Class B Notes, Class C
Notes, Class D Notes or Class E Subordinated Notes.
Under a "look-through rule" set forth in the Plan Assets Regulation, if a Plan invests in an "equity interest" of an
entity and no other exception applies, the Plan's assets include both the equity interest and an undivided interest
in each of the entity's underlying assets. An equity interest does not include debt (as determined by applicable
local law) which does not have substantial equity features. Under the Plan Assets Regulation, if a Plan invests in
an "equity interest" of an entity that is neither a "publicly-offered security" nor a security issued by an investment
company registered under the Investment Company Act, the Plan's assets include both the equity interest and an
undivided interest in each of the entity's underlying assets, unless it is established that the entity is an "operating
company" or that equity participation in the entity by "benefit plan investors" is not "significant". Equity
participation in an entity by "benefit plan investors" is "significant" if 25 per cent. or more of the value of any class
of equity interest in the entity is held by "benefit plan investors". The term "benefit plan investor" includes (a) an
employee benefit plan (as defined in Section 3(3) of ERISA) whether or not subject to ERISA, (b) a plan
described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (c) any entity whose
underlying assets include "plan assets" by reason of any such employee benefit plan's or plan's investment in the
entity. For purposes of making the 25 per cent. determination, the value of any equity interests held by a person
(other than a benefit plan investor) who has discretionary authority or control with respect to the assets of the
Issuer or any person who provides investment advice for a fee (direct or indirect) with respect to the Issuer's
assets, or any affiliate of such a person, shall be disregarded. Under the Plan Assets Regulation, an "affiliate" of
a person includes any person, directly or indirectly through one or more intermediaries, controlling, controlled by
or under common control with, the person, and "control" with respect to a person, other than an individual, means
the power to exercise a controlling influence over the management or policies of such person.
The Class E Subordinated Notes would likely be considered to have substantial equity features under the Plan
Assets Regulation and, accordingly, may not be acquired by any "benefit plan investor" (as defined in the Plan
Assets Regulation) that is subject to ERISA and/or Section 4975 of the Code. There can be no assurance that,
despite the transfer restrictions relating to purchases by benefit plan investors and procedures to be employed to
attempt to limit the ownership by benefit plan investors of the Class E Subordinated Notes to less than 25 per
cent. (as determined under the Plan Assets Regulation) of the value of the Class E Subordinated Notes, benefit
plan investors will not in actuality own 25 per cent. or more of the value of the Class E Subordinated Notes.
EACH PURCHASER AND TRANSFEREE OF CLASS E SUBORDINATED NOTE, OR OF ANY INTEREST
THEREIN, WILL BE REQUIRED TO HAVE EXECUTED AN INVESTOR LETTER WITH RESPECT THERETO
(SUBSTANTIALLY IN THE FORM PROVIDED IN APPENDIX 1 TO THE OFFERING CIRCULAR) WHICH
STATES, AMONG OTHER THINGS, THAT THE PURCHASER OR TRANSFEREE REPRESENTS,
WARRANTS AND COVENANTS THAT, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE
PERIOD OF ITS HOLDING AND DISPOSITION OF SUCH NOTE OR INTEREST THEREIN, (1) EITHER (A) IT
IS NOT, AND IS NOT USING THE ASSETS OF, A BENEFIT PLAN INVESTOR (AS DEFINED IN THE U.S.
DEPARTMENT OF LABOR "PLAN ASSETS REGULATION") OR (B) IT IS, OR IS USING THE ASSETS OF, A
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