ROCKALL CLO B.V. - Irish Stock Exchange

PLAN OF DISTRIBUTION
IXIS Securities North America Inc. (in its capacity as the Placement Agent) has, pursuant to the Note Placement
Agency Agreement, agreed with the Issuer, subject to the satisfaction of certain conditions, to use reasonable
efforts to sell on behalf of the Issuer, the VF-1 Notes, the Class A-1 Notes, the Class B-1 Notes, the Class C-1
Notes, the Class D-1 Notes, the Class E-1a Preferred Subordinated Notes, the Class E-1b Subordinated Notes
and the Class E-2 Subordinated Notes, in each case, at the issue price of 100 per cent. (less underwriting and
subscription fees to be agreed between the Issuer and Placement Agent). The Note Placement Agency
Agreement entitles the Placement Agent to terminate it in certain circumstances prior to payment being made to
the Issuer.
In connection with the offering, the Placement Agent, in its capacity as Stabilising Agent, may over-allot or effect
transactions with a view to supporting the market price of the VF-1 Notes and the Notes at a level higher than
that which might otherwise prevail for a limited period after the Initial Closing Date. However, there will be no
obligation on the Stabilising Agent to do this. Such stabilising, if commenced, may be discontinued at any time
and must be brought to an end after a limited period. Such stabilising shall be in compliance with all applicable
laws, regulations and rules.
It is a condition of the issuance of the VF-1 Notes and the Specified Notes of each Class that the VF-1 Notes and
the Specified Notes of each other Class be issued in the following principal amounts: VF-1 Notes:
€408.250.000, Class A-1 Notes: €100,000,000, Class B-1 Notes: €6,250,000, Class C-1 Notes: €12,250,000,
Class D-1 Notes: €12,250,000, Class E-1a Preferred Subordinated Notes: €40,000,000, Class E-1b
Subordinated Notes: €41,000,000 and Class E-2 Subordinated Notes: €4,000,000.
The Issuer has agreed to indemnify the Placement Agent, the Collateral Manager, the Collateral Administrator,
the Trustee and certain other participants against certain liabilities or to contribute to payments they may be
required to make in respect thereof.
Certain Issuer Investments may have been originally underwritten or placed by the Placement Agent. In addition,
the Placement Agent may have in the past performed and may in the future perform investment banking services
or other services for issuers of the Issuer Investments. In addition, the Placement Agent and its Affiliates may
from time to time as a principal or through one or more investment funds that it or they manage, make
investments in the equity securities of one or more of the issuers of the Issuer Investments, with a result that one
or more of such issuers may be or may become controlled by the Placement Agent or its Affiliates.
No action has been or will be taken by the Issuer or the Placement Agent that would permit a public offering of
the VF Notes or the Notes or possession or distribution of this Offering Circular or any other offering material in
relation to the VF Notes or the Notes in any jurisdiction where action for the purpose is required. No offers, sales
or deliveries of any VF Notes or Notes or distribution of this Offering Circular or any other offering material
relating to the VF Notes or the Notes, may be made in or from any jurisdiction, except in circumstances which will
result in compliance with any applicable laws and regulations and will not impose any obligations on the Issuer or
the Placement Agent.
The VF Notes and the Notes have not been and will not be registered under the Securities Act and may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons or to U.S.
residents (as determined for purposes of the Investment Company Act) ("U.S. Residents") except in certain
transactions exempt from, or not subject to, the registration requirements of the Securities Act and in a manner
so as not to require the registration of the Issuer as an "investment company" pursuant to the Investment
Company Act.
The Issuer has been advised by the Placement Agent that (a) the Placement Agent proposes to resell the
VF Notes and the Notes outside the United States to non-U.S. Persons in offshore transactions in reliance on
Regulation S and in accordance with applicable law and (b) the Placement Agent proposes to resell the VF Notes
and the Notes in the United States through its agent, in reliance on Rule 144A only to purchasers for their own
account or for the accounts of QIBs, each of which purchasers or account holders is a Qualified Purchaser for
purposes of Section 3(c)(7) of the Investment Company Act.
The VF Notes or the Notes sold in reliance on Rule 144A will be issued in minimum denominations of €250,000
and integral multiples of €1,000 in excess thereof. Any offer or sale of Rule 144A Notes in reliance on Rule 144A
will be made by broker-dealers who are registered as such under the Exchange Act. After the VF Notes and the
Notes are released for sale, the offering price and other selling terms may from time to time be varied by the
Placement Agent.
The Placement Agent has acknowledged and agreed that it will not offer, sell or deliver any Regulation S Notes,
or for the account or benefit of, any U.S. Person or U.S. Resident as part of their distribution at any time and that
it will send to each distributor, dealer or person receiving a selling concession, fee or other remuneration to which
it sells Regulation S Notes, a confirmation or other notice setting forth the prohibition on offers and sales of the
Regulation S Notes within the United States or to, or for the account or benefit of, any U.S. Person or U.S.
Resident.
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