ROCKALL CLO B.V. - Irish Stock Exchange

BENEFIT PLAN INVESTOR THAT IS NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE
OR ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW OR REGULATION THAT IS
SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE ("SIMILAR LAWS") AND (2) IT WILL NOT SELL OR OTHERWISE TRANSFER ANY CLASS E
SUBORDINATED NOTE, OR ANY INTEREST THEREIN, TO ANY PERSON WITHOUT FIRST OBTAINING
FROM SUCH PERSON THESE SAME FOREGOING WRITTEN REPRESENTATIONS, WARRANTIES AND
COVENANTS.
If for any reason the assets of the Issuer are deemed to be "plan assets" of an ERISA Plan because one or more
ERISA Plan is an owner of Class E Subordinated Notes (or of any "equity interest" in the Issuer), certain
transactions that the Issuer might enter into, or may have entered into, in the ordinary course of its business
might constitute non-exempt "prohibited transactions" under Section 406 of ERISA or Section 4975 of the Code
and might have to be rescinded at significant cost to the Issuer. In addition, the Collateral Manager, as an ERISA
fiduciary may be prevented from engaging in certain investments (as not being deemed consistent with the
ERISA prudent investment standards) or engaging in certain transactions or fee arrangements because they
might be deemed to cause non-exempt prohibited transactions.
Based on the credit quality and the absence of rights to payment in excess of principal and stated interest, the
Issuer believes that the VF Notes, the Class A Notes, the Class B Notes, the Class C Notes and the Class D
Notes should not be considered to be "equity interests" for purposes of the Plan Assets Regulation.
Nevertheless, prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code
may arise if the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are acquired by a
Plan with respect to which the Issuer or the Placement Agent or any of their respective Affiliates is a party in
interest or a disqualified person. Similarly, "prohibited transactions" within the meaning of Section 406 of ERISA
or Section 4975 of the Code may arise if a person or entity which is a party in interest or disqualified person with
respect to a Plan acquires or holds 50 per cent. or more of the aggregate equity interest in the Issuer. Certain
exemptions from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code
may apply depending in part on the type of Plan fiduciary making the decision to acquire a Class A Note, Class B
Note, Class C Note or Class D Note and the circumstances under which such decision is made. Included among
these exemptions are Prohibited Transaction Class Exemption ("PTCE") 91-38 (relating to investments by bank
collective investment funds), PTCE 84-14, amended effective August 23, 2005, (relating to transactions effected
by a "qualified professional asset manager"), PTCE 90-1 (relating to investments by insurance company pooled
separate accounts), PTCE 95-60 (relating to transactions involving insurance company general accounts) and
PTCE 96-23 (relating to transactions determined by an in-house asset manager). There can be no assurance
that any of these class exemptions or any other exemption will be available with respect to any particular
transaction involving the VF Notes, the Class A Notes, Class B Notes, Class C Notes or Class D Notes.
BY ITS PURCHASE OF ANY VF NOTE, CLASS A NOTE, CLASS B NOTE, CLASS C NOTE OR CLASS D
NOTE OR OF ANY INTEREST THEREIN, THE PURCHASER THEREOF AND EACH TRANSFEREE WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT, AT THE TIME OF ITS ACQUISITION AND
THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF SUCH NOTE OR INTEREST
THEREIN, EITHER (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA)
THAT IS SUBJECT TO SECTION 406 OF ERISA, A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE
CODE, OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY
SUCH EMPLOYEE BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY OR OTHERWISE, OR A
GOVERNMENTAL PLAN, NON-U.S. PLAN OR CHURCH PLAN WHICH IS SUBJECT TO SIMILAR LAWS OR
ITS PURCHASE, HOLDING AND DISPOSITION OF SUCH VF NOTE, CLASS A NOTE, CLASS B NOTE,
CLASS C NOTE OR CLASS D NOTE OR OF ANY INTEREST THEREIN, WILL NOT CONSTITUTE OR
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA AND/OR
SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, NON-U.S. PLAN OR
CHURCH PLAN, A VIOLATION OF ANY SIMILAR LAWS).
Any insurance company proposing to invest assets of its general account in the VF Notes, Class A Notes,
Class B Notes, Class C Notes or Class D Notes or in any interest therein, should consider the extent to which
such investment would be subject to the requirements of ERISA in light of the U.S. Supreme Court's decision in
John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993). In particular,
such an insurance company should consider the extent of the relief granted by the U.S. Department of Labor in
PTCE 95-60, and the effect of Section 401(c) of ERISA as interpreted by the regulations issued thereunder by
the U.S. Department of Labor in January 2000. There can be no assurance that PTCE 95-60 will be available.
Any Plan fiduciary that proposes to cause a Plan to purchase any VF Notes, Class A Notes, Class B Notes,
Class C Notes or Class D Notes should consult with its counsel regarding the applicability of the fiduciary
responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such an
investment, and to confirm that such investment will not constitute or result in a prohibited transaction or any
other violation of an applicable requirement of ERISA.
The sale of any VF Notes, Class A Notes, Class B Notes, Class C Notes or Class D Notes to a Plan is in no
respect a representation by the Issuer, the Placement Agent or the Collateral Manager that such an investment
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