ROCKALL CLO B.V. - Irish Stock Exchange

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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non-exempt "prohibited transactions" under Section 406 of ERISA or Section 4975 of the Code and might have to be rescinded at significant cost to the Issuer.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 - 179 -
meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan. - 180 -
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ROCKALL CLO B.V. (a private limited
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OFFER/INVITATION/DISTRIBUTION RESTR
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Each purchaser of VF Notes and Note
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NOTES AND NOTES HAVE NOT BEEN OFFER
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CONTENTS Page SUMMARY..............
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6 Holders of the Class E-1b Subordi
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Principal Payments on the Notes Red
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Payments (see the section of this O
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for each calendar week and (y) to t
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the Security Trustee shall, if dire
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with the Over-Collateralisation Tes
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ERISA Considerations Limited Recour
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1.7 Removal of Credit Enhancement T
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made until payment in full of all o
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inter-company guarantees such a pro
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orrower. A Selling Institution voti
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may have an associated Secured Hedg
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will be to enable the Custodian, on
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2.25 Disclosure of Portfolio The Is
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Investments to properly plan for ex
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3.12 Volatility of the Class E Subo
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sections of these Risk Factors head
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may also act as counterparty with r
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"Account-Holding Bank" means (a) in
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"Class C Notes" means the Initial I
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(c) (d) (e) (f) Noteholders represe
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"Exchange Date" means a day falling
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"Ledger" means the ledger maintaine
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"Permitted Short-Sale Exposure" mea
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the ratio of (i) the number of days
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accounts so as to effect payment of
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(b) "Unused Class D Notes Commitmen
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and, as the case may be, the Truste
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(c) (d) (iii) Ledger If: (xx) (yy)
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(ii) (iii) Class B Notes Blockage U
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4. Security made with respect to th
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entitled at any time to institute a
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interest rate hedging transactions
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paragraph (a)(vii) of Condition 10
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interest payable in respect of each
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Intercreditor Arrangements shall be
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Redemption Date") provided that Cla
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until all outstanding Senior Indebt
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on the Noteholders. Upon the expiry
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otherwise be due but for the imposi
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(b) (xii) (xiii) (xiv) Final judgme
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(c) (d) 12. Prescription Notes and
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Resolution represents of the aggreg
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(x) (xi) (xii) (xiii) (xiv) (xv) to
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management or operation of the Coll
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20. Specific Conditions Specific Co
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DESCRIPTION OF THE PORTFOLIO AND MA
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(Definitions)) or (2) the Issuer ha
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"Market Value Price" "Advance Rate"
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espect to which Rating Agency Confi
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"Class B Notes Advance Amount" "Cla
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“Dutch Ineligible Securities” "
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"Excluded Issuer Investments" (xi)
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“High Yield Security” “Intere
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“Net Accrual Amount” (vi) (vii)
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Over-Collateralisation Test, the Cl
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of “Caa1” for the purposes of c
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instrumentality thereof. “Pound S
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Purchase Contracts, Short-Sale Cont
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elated Permitted Short-Sale Obligat
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Collateral Manager on its behalf) r
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Asset Category S&P Senior Advance R
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Asset Category Less than or equal t
Page 137 and 138: Asset Category Less than or equal t
Page 139 and 140: FORM OF THE VF NOTES AND THE NOTES
Page 141 and 142: five years (in the case of interest
Page 143 and 144: 2. Book-Entry Ownership (a) (b) DTC
Page 145 and 146: Closing Date will be required, by v
Page 147 and 148: RATINGS OF THE NOTES It is a condit
Page 149 and 150: Mrs Maria Chr. van der Sluijs Plant
Page 151 and 152: There may be circumstances where de
Page 153 and 154: International Business from Northea
Page 155 and 156: DESCRIPTION OF THE COLLATERAL ADMIN
Page 157 and 158: DESCRIPTION OF THE COLLATERAL MANAG
Page 159 and 160: Automatic Termination of the Collat
Page 161 and 162: DESCRIPTION OF THE TERMS AND CONDIT
Page 163 and 164: Replacement of VF-1 Noteholders In
Page 165 and 166: "Interbank Rate Advance" means an A
Page 167 and 168: DESCRIPTION OF THE SECURITY AND INT
Page 169 and 170: Senior Indebtedness or Class B Note
Page 171 and 172: dealings (including in the case of
Page 173 and 174: "Minor Trade" means a sale or other
Page 175 and 176: Specified Notes The conditions cons
Page 177 and 178: any), provided that in relation to
Page 179 and 180: TAX CONSIDERATIONS General For purp
Page 181 and 182: the marketing of the Specified Note
Page 183 and 184: non-contingent principal payments o
Page 185 and 186: discussion below assumes that the I
Page 187: CERTAIN ERISA CONSIDERATIONS The U.
Page 191 and 192: This Offering Circular has been pre
Page 193 and 194: TRANSFER RESTRICTIONS Because of th
Page 195 and 196: in a Regulation S Global Note, the
Page 197 and 198: eliminates United States federal in
Page 199 and 200: (4) It acknowledges that the Issuer
Page 201 and 202: GENERAL INFORMATION 1. Clearing Sys
Page 203 and 204: GLOSSARY € ......................
Page 205 and 206: Initial Issuance Class B Notes ....
Page 207 and 208: Short-Sale Contract ...............
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ROCKALL CLO B.V. - Irish Stock Exchange

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