ROCKALL CLO B.V. - Irish Stock Exchange

Noteholders and (y) second (i) such amounts of principal as are required to
ensure compliance with the Class D Notes Over-Collateralisation Test in
accordance with the order of priorities set out in Condition 3(i)(Prepayment
Amounts) or (ii) the purchase or other acquisition of Senior Indebtedness
or, if no Senior Indebtedness is then Outstanding, Class B Notes or, if no
Senior Indebtedness or Class B Notes are then Outstanding, Class C
Notes or, if no Senior Indebtedness, Class B Notes or Class C Notes are
then Outstanding, the Class D Notes (including pursuant to an Offer to
Purchase). Any failure of the Issuer or any Representative to furnish such
notice, or any defect therein, shall not have any effect on the
consequences of such Class D Notes Payment Default or such failure to
comply with the Class D Notes Over-Collateralisation Test, in each case as
provided in the applicable Transaction Document. (See Condition 3(h)(iii)
(Blockage Periods)).
If a Class D Notes Blockage Trigger Event shall occur and be continuing,
the Security Trustee shall, if directed by the Controlling Class to do so,
provide a Class D Notes Blockage Notice to the Custodian, the Issuer and
each Representative stating that no payment may be made by the Issuer,
or on behalf of the Issuer, on account of the Class E Subordinated Notes
(including pursuant to an Offer to Purchase) and until the end of the
Class D Notes Blockage Period no such payment shall be made by either
the Issuer or the Security Trustee. No more than one Class D Notes
Blockage Notice may be given during any period of 365 consecutive days.
(See Condition 3(h)(iii) (Blockage Periods)).
Collateral Manager
Collateral Manager Fees
Secured Hedging Transactions
Pursuant to the Collateral Management Agreement, the Collateral Manager
is required to act on behalf of the Issuer to carry out the duties and
functions described herein generally and as more specifically set out in the
Collateral Management Agreement by reference, inter alia, to the Market
Valuation Manual, the terms and conditions of the Notes and the
Over-Collateralisation Tests. Pursuant to the Collateral Management
Agreement, the Issuer delegates authority to the Collateral Manager to
carry out certain functions in relation to the Collateral and the hedging
arrangements without the requirement for specific approval by the Issuer,
the Collateral Administrator or the Trustee (see the sections of this Offering
Circular headed "Description of the Collateral Management Agreement"
and "Description of the Portfolio and Market Valuation Methodology").
The fee paid to the Collateral Manager pursuant to the Collateral
Management Agreement will be comprised of a Management Fee and an
Incentive Fee which will be calculated and paid as follows.
Management Fee: The Management Fee will be payable in arrear on each
Payment Date. It will be pro rated for partial periods and be in an amount
of 0.50 per cent. of the daily weighted average Market Value of the Issuer
Investments (excluding Cash or Cash Equivalents) during the Due Period.
The Management Fee will rank in priority to the rights of the Holders of
Senior Indebtedness.
Incentive Fee: On each Payment Date in June, commencing on the
Payment Date falling in June 2007 (the “Incentive Fee Payment Date”),
the Issuer shall pay the Collateral Manager an Incentive Fee.
(See the section of this Offering Circular headed "Description of the
Collateral Management Agreement – Fees" for a full description and
calculation of the Incentive Fee).
Swap Transactions Generally The types of swap transaction in which the
Issuer may engage as contemplated by the Market Valuation Manual is
broad and includes: (i) any rate, basis, currency, debt or equity swap,
futures or forward agreement, (ii) any put, call, cap, floor or collar
agreement, (iii) any option representing an obligation to buy or sell a
security, currency, debt or equity and (iv) any other similar agreement (see
definition of "Swap Transaction" in the Market Valuation Manual). In
particular it is anticipated that the Issuer may engage in currency and
interest rate hedging transactions to hedge its exposures from time to time
and minimise that element of the Collateral that is characterised as
"Excluded Issuer Investments" for the purpose of determining compliance
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