ROCKALL CLO B.V. - Irish Stock Exchange

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Reliance on Investment Company Act Section 3(c)(7) SECTION 3(C)(7) PROCEDURES The Issuer has not registered with the SEC as an investment company pursuant to the Investment Company Act in reliance on Section 3(c)(7). To rely on Section 3(c)(7), the Issuer must have a "reasonable belief" that all purchasers of VF Notes and Notes (including the Placement Agent and subsequent transferees) are either "qualified purchasers", "knowledgeable employees" (as defined in the Investment Company Act) or non-U.S. Persons. The Issuer will establish such a reasonable belief by means of the representations, warranties and agreements made, or deemed made, by the purchasers of VF Notes or Notes under the section of this Offering Circular headed "Transfer Restrictions" above, the agreements of the Placement Agent relating to Rule 144A and Regulation S referred to above under the section of this Offering Circular headed "Plan of Distribution" and the Issuer covenants and undertakings referred to below. Issuer Covenants and Undertakings Reminder Notices Whenever the Issuer (or the Collateral Administrator, on behalf of the Issuer) sends a periodic report to the VF Noteholders or Noteholders, the Issuer will send a "Section 3(c)(7) Reminder Notice" (or procure the same is sent by the Collateral Administrator on its behalf) to the VF Noteholders or Noteholders in substantially the form of a schedule to the Trust Deed. Each Section 3(c)(7) Reminder Notice will state that (1) each holder of an interest in a Rule 144A Note must be able to make the representations and warranties described above under the section of this Offering Circular headed "Transfer Restrictions", (2) interests in a Rule 144A Note will be transferable only to qualified purchasers that are able to make these representations, (3) any sale, pledge or other transfer of a VF Note or Note (or any interest therein) made in violation of the transfer restrictions contained in this Offering Circular or in the Trust Deed, or made based upon any false or inaccurate representation made by the purchaser or a transferee to the Issuer, will be void ab initio and of no force or effect, (4) none of the Issuer, the Trustee or the Registrar has any obligation to recognise any sale, pledge or other transfer of a VF Note or Note (or any interest therein) made in violation of any such transfer restriction or made based upon any such false or inaccurate representation and (5) if any holder of an interest in a Rule 144A Note is determined not to be a qualified purchaser, then the Issuer will have the right (exercisable in its sole discretion) to require such holder to sell all of its Rule 144A Notes (and all interests therein) to a transferee that is a qualified purchaser at the then-current market price therefor. The Issuer will send each Section 3(c)(7) Reminder Notice (or procure the same is sent by the Collateral Administrator on its behalf) to DTC with a request that Participants forward the same to the beneficial owners of the Rule 144A Notes. Bloomberg Screens etc. The Issuer will from time to time request (or procure that the Placement Agent requests on its behalf) all third-party vendors to include on screens maintained by such vendors appropriate legends regarding Rule 144A and Section 3(c)(7) restrictions on the Rule 144A Notes and Rule 144A Global Notes. Without limiting the foregoing, the Issuer will request (or procure that the Placement Agent requests on its behalf) Bloomberg, L.P. to include, in the "Description" page on each Bloomberg screen containing information about the Rule 144A Notes and Rule 144A Global Notes, a statement in the "Comments" box that the Rule 144A Notes and Rule 144A Global Notes are "being offered in reliance on the exemption from registration under Rule 144A under the Securities Act to persons that are both (1) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (2) "qualified purchasers" (as defined under Section 3(c)(7) of the Investment Company Act of 1940)". CUSIP The Issuer will cause (or procure that the Placement Agent causes on its behalf) each "CUSIP" number obtained for a Rule 144A Note or Rule 144A Global Notes to have an attached "fixed field" that contains "3(c)(7)" and "144A" indicators. - 191 -
GENERAL INFORMATION 1. Clearing Systems The Notes of each Class have been accepted for clearance through DTC, Euroclear and Clearstream, Luxembourg. The American Banker's Association Committee on Uniform Security Identification Procedures ("CUSIP"), Common Code and International Securities Identification Number ("ISIN") for each Class of Regulation S Notes and Rule 144A Notes are: Rule 144A Notes Regulation S Notes ISIN CUSIP number ISIN Common Code Class A-1 Notes US77277LAB36 77277L AB 3 XS0259039864 025903986 Class B-1 Notes US77277LAC19 77277L AC 1 XS0259040953 025904095 Class C-1 Notes US77277LAD91 77277L AD 9 XS0259041506 025904150 Class D-1 Notes US77277LAE74 77277L AE 7 XS0259042223 025904222 Class E-1a Preferred US77277LAF40 77277L AF 4 XS0259053428 025905342 Subordinated Notes Class E-1b Subordinated Notes US77277LAG23 77277L AG 2 XS0259053931 025905393 Class E-2 Subordinated Notes US77277LAH06 77277L AH 0 XS0259054152 025905415 2. Listing The listing of the VF-1 Notes and the Specified Notes on the Official List of the Irish Stock Exchange is expected to be granted on or about 23 June 2006. 3. Consents and Authorisations The Issuer has obtained all necessary consents, approvals and authorisations in The Netherlands (if any) in connection with the issue and performance of the VF-1 Notes and the Specified Notes. The issue of the VF-1 Notes and the Specified Notes was authorised by resolution of the board of Directors of the Issuer passed on 20 June 2006. 4. No Significant or Material Change Since the date of incorporation of the Issuer on 9 January 2006, there has been no significant or material adverse change in the financial or trading position or prospects of the Issuer, nor has the Issuer commenced trading or established any accounts save as described in this Offering Circular. 5. No Litigation The Issuer is not involved, and has not been involved, in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or have had since the date of its incorporation a significant effect on the Issuer's financial position. 6. Accounts Since the date of its incorporation the Issuer has not commenced operations other than in respect of the acquisition of certain Issuer Investments on or prior to the Initial Closing Date and has not produced accounts. So long as any VF Note or Note remains Outstanding, copies of the most recent annual audited financial statements of the Issuer can be obtained at the Specified Offices of the Transfer Agents and Paying Agents during normal business hours. The first financial statements of the Issuer will be in respect of the period from incorporation to 31 December 2006. The annual accounts of the Issuer will be audited. The Issuer will not prepare interim financial statements. The auditor of the Issuer is PricewaterhouseCoopers Accountants N.V.. The Issuer will file its annual report (including audited financial statements) with the Irish Stock Exchange, when approved by the Directors and in any event within six months of the end of the financial period to which they relate. 7. Documents Available for Inspection Physical copies of the following documents may be inspected at the offices of any of the Transfer Agents and Paying Agent and at the registered offices of the Issuer during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the life of the Offering Circular: (a) (b) (c) (d) (e) the memorandum and articles of association of the Issuer; the Note Placement Agency Agreement; the Trust Deed (which includes the form of each Note of each Class); the Agency Agreement; the Collateral Management Agreement; - 192 -
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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
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Asset Category Less than or equal t
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FORM OF THE VF NOTES AND THE NOTES
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five years (in the case of interest
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2. Book-Entry Ownership (a) (b) DTC
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Closing Date will be required, by v
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RATINGS OF THE NOTES It is a condit
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Page 155 and 156: DESCRIPTION OF THE COLLATERAL ADMIN
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Page 159 and 160: Automatic Termination of the Collat
Page 161 and 162: DESCRIPTION OF THE TERMS AND CONDIT
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Page 165 and 166: "Interbank Rate Advance" means an A
Page 167 and 168: DESCRIPTION OF THE SECURITY AND INT
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Page 173 and 174: "Minor Trade" means a sale or other
Page 175 and 176: Specified Notes The conditions cons
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Page 183 and 184: non-contingent principal payments o
Page 185 and 186: discussion below assumes that the I
Page 187 and 188: CERTAIN ERISA CONSIDERATIONS The U.
Page 189 and 190: meets all relevant legal requiremen
Page 191 and 192: This Offering Circular has been pre
Page 193 and 194: TRANSFER RESTRICTIONS Because of th
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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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