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ROCKALL CLO B.V. - Irish Stock Exchange

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GENERAL INFORMATION<br />

1. Clearing Systems<br />

The Notes of each Class have been accepted for clearance through DTC, Euroclear and Clearstream,<br />

Luxembourg. The American Banker's Association Committee on Uniform Security Identification Procedures<br />

("CUSIP"), Common Code and International Securities Identification Number ("ISIN") for each Class of<br />

Regulation S Notes and Rule 144A Notes are:<br />

Rule 144A Notes<br />

Regulation S Notes<br />

ISIN CUSIP number ISIN Common Code<br />

Class A-1 Notes US77277LAB36 77277L AB 3 XS0259039864 025903986<br />

Class B-1 Notes US77277LAC19 77277L AC 1 XS0259040953 025904095<br />

Class C-1 Notes US77277LAD91 77277L AD 9 XS0259041506 025904150<br />

Class D-1 Notes US77277LAE74 77277L AE 7 XS0259042223 025904222<br />

Class E-1a Preferred<br />

US77277LAF40 77277L AF 4 XS0259053428 025905342<br />

Subordinated Notes<br />

Class E-1b Subordinated Notes US77277LAG23 77277L AG 2 XS0259053931 025905393<br />

Class E-2 Subordinated Notes US77277LAH06 77277L AH 0 XS0259054152 025905415<br />

2. Listing<br />

The listing of the VF-1 Notes and the Specified Notes on the Official List of the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong> is expected<br />

to be granted on or about 23 June 2006.<br />

3. Consents and Authorisations<br />

The Issuer has obtained all necessary consents, approvals and authorisations in The Netherlands (if any) in<br />

connection with the issue and performance of the VF-1 Notes and the Specified Notes. The issue of the VF-1<br />

Notes and the Specified Notes was authorised by resolution of the board of Directors of the Issuer passed on<br />

20 June 2006.<br />

4. No Significant or Material Change<br />

Since the date of incorporation of the Issuer on 9 January 2006, there has been no significant or material adverse<br />

change in the financial or trading position or prospects of the Issuer, nor has the Issuer commenced trading or<br />

established any accounts save as described in this Offering Circular.<br />

5. No Litigation<br />

The Issuer is not involved, and has not been involved, in any governmental, legal or arbitration proceedings<br />

(including any such proceedings which are pending or threatened of which the Issuer is aware) which may have<br />

or have had since the date of its incorporation a significant effect on the Issuer's financial position.<br />

6. Accounts<br />

Since the date of its incorporation the Issuer has not commenced operations other than in respect of the<br />

acquisition of certain Issuer Investments on or prior to the Initial Closing Date and has not produced accounts.<br />

So long as any VF Note or Note remains Outstanding, copies of the most recent annual audited financial<br />

statements of the Issuer can be obtained at the Specified Offices of the Transfer Agents and Paying Agents<br />

during normal business hours. The first financial statements of the Issuer will be in respect of the period from<br />

incorporation to 31 December 2006. The annual accounts of the Issuer will be audited. The Issuer will not<br />

prepare interim financial statements.<br />

The auditor of the Issuer is PricewaterhouseCoopers Accountants N.V.. The Issuer will file its annual report<br />

(including audited financial statements) with the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong>, when approved by the Directors and in<br />

any event within six months of the end of the financial period to which they relate.<br />

7. Documents Available for Inspection<br />

Physical copies of the following documents may be inspected at the offices of any of the Transfer Agents and<br />

Paying Agent and at the registered offices of the Issuer during usual business hours on any weekday (Saturdays,<br />

Sundays and public holidays excepted) for the life of the Offering Circular:<br />

(a)<br />

(b)<br />

(c)<br />

(d)<br />

(e)<br />

the memorandum and articles of association of the Issuer;<br />

the Note Placement Agency Agreement;<br />

the Trust Deed (which includes the form of each Note of each Class);<br />

the Agency Agreement;<br />

the Collateral Management Agreement;<br />

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