ROCKALL CLO B.V. - Irish Stock Exchange

the risks thereof (economic and otherwise), and it is capable of assuming and willing to assume
(financially and otherwise) those risks and (f) the purchaser is a sophisticated investor.
(5) The purchaser and each account for which the purchaser is acquiring such Rule 144A Notes is a
Qualified Purchaser. The purchaser is acquiring the Rule 144A Notes in a principal amount of not less
than €250,000. The purchaser and each such account is acquiring the Rule 144A Notes as principal for
its own account for investment and not for sale in connection with any distribution thereof. The
purchaser and each such account: (a) was not formed for the specific purpose of investing in the
Rule 144A Notes (except when each beneficial owner of the purchaser and each such account is a
Qualified Purchaser for purposes of Section 3(c)(7) of the Investment Company Act), (b) to the extent
the purchaser is a private investment company formed before 30 April 1996, the purchaser has received
the necessary consent from its beneficial owners, (c) is not a pension, profit sharing or other retirement
trust fund or plan in which the partners, beneficiaries or participants, as applicable, may designate the
particular investments to be made and (d) is not a broker-dealer that owns and invests on a
discretionary basis less than U.S.$25,000,000 in securities of unaffiliated issues. Further, the purchaser
agrees with respect to itself and each such account: (x) that it shall not hold such Rule 144A Notes for
the benefit of any other person and shall be the sole beneficial owner thereof for all purposes, (y) that it
shall not sell participation interests in the Rule 144A Notes or enter into any other arrangement pursuant
to which any other person shall be entitled to a beneficial interest in the distributions on the Rule 144A
Notes and (z) that the Rule 144A Notes purchased directly or indirectly by it constitute an investment of
no more than 40 per cent. of the purchaser's and each such account's assets (except when each
beneficial owner of the purchaser and each such account is a Qualified Purchaser for purposes of
Section 3(c)(7) of the Investment Company Act). The purchaser understands and agrees that any
purported transfer of the Rule 144A Notes to a purchaser that does not comply with the requirements of
this paragraph (5) will be of no force and effect and be void ab initio and the Issuer will have the right to
direct the purchaser to transfer its Rule 144A Notes to a Person who meets the foregoing criteria.
(6) (a) With respect to the purchase, holding and disposition of any VF Note, Class A Note, Class B
Note, Class C Note or Class D Note, or of any interest therein, either (I) 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, non-U.S. or church plan which is subject to 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 no part of the assets
to be used by it to purchase or hold such VF Note, Class A Note, Class B Note, Class C Note
or Class D Note or any interest therein constitutes the assets of any such employee benefit
plan or plan or (II) 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, non-U.S. or church plan, a violation of any Similar
Laws). Any purported transfer of a VF Note, Class A Note, Class B Note, Class C Note or
Class D Note to a purchaser that does not comply with the requirements of this
paragraph (6)(a) shall be subject to forced transfer provisions.
(b)
(c)
With respect to the purchase, holding and disposition of any Class E Subordinated Note, or of
any interest therein, such purchaser or transferee shall execute an investor letter with respect
thereto (substantially in the form provided in Appendix 1 hereto) 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 benefit plan investor that is not subject to Title I of ERISA or Section 4975 of the Code or
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. Any purported transfer of the Class E
Subordinated Notes to a purchaser that does not comply with the requirements of this
paragraph (6)(b) shall be subject to forced transfer provisions.
The purchaser acknowledges that the Issuer, the Placement Agent, the Trustee, the Collateral
Manager and the Collateral Administrator and their Affiliates will rely upon the truth and
accuracy of the foregoing acknowledgements, representations and agreements.
(7) The purchaser understands that pursuant to the terms of the Trust Deed, the Issuer has agreed that the
Rule 144A Global Notes will bear the legend set forth below, and will be represented by one or more
Rule 144A Global Notes. The Rule 144A Global Notes may not at any time be held by or on behalf of
U.S. Persons that are not both QIBs and Qualified Purchasers. Before any interest in a Rule 144A
Global Note may be offered, resold, pledged or otherwise transferred to a person who takes an interest
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