ROCKALL CLO B.V. - Irish Stock Exchange

with the Over-Collateralisation Tests.
Currency Hedging Transactions During the life of the Notes, the Issuer (or
the Collateral Manager on behalf of the Issuer) may enter into Currency
Hedging Transactions with Eligible Counterparties in order to hedge
currency exchange rate risks arising out of currency mismatches between
assets and liabilities of the Issuer from time to time (see definitions of
"Currency Hedging Transactions", "Hedging and Short-Sale Transactions",
"Unhedged Currency Investments", sub-paragraph (ix) of "Excess Issuer
Investments" and sub-paragraph (iv) of "Excluded Issuer Investments" in
the Market Valuation Manual).
Interest Rate Hedging Transactions During the life of the Notes, the Issuer
(or the Collateral Manager on behalf of the Issuer) may enter into Interest
Rate Hedging Transactions with Eligible Counterparties in order to manage
the interest rate-related risks in connection with the Issuer's issuance of,
and making of payments on, the Notes and ownership and disposition of
the Issuer Investments. Such Interest Rate Hedging Transactions shall be
documented pursuant to Form-Approved Swaps or a form of
documentation otherwise approved by means of a Rating Agency
Confirmation (see definitions of "Interest Rate Hedging Transactions" and
"Hedging and Short-Sale Transactions" in the Market Valuation Manual).
Priority of Secured Hedging Counterparties Payments required to be made
by the Issuer under any Secured Hedging Transaction will rank senior in
priority to payments on each Class of Notes other than the VF Notes and
the Class A Notes with which they will rank pari passu.
Eligible Counterparties The Market Valuation Manual establishes a set of
eligibility criteria for any Eligible Counterparty with which the Issuer may
enter into Hedging and Short-Sale Transactions from time to time (see
definition of "Eligible Counterparty" in the Market Valuation Manual).
See the section of this Offering Circular headed "Hedging Arrangements".
Form, Registration and Transfer
of the VF Notes and the Notes
Regulation S Notes of the VF Notes will each be represented on issue by
definitive notes in fully registered form, without interest coupons or principal
receipts attached (each a “VF Note Regulation S Note”). VF Note
Regulation S Notes will be issued to each VF Noteholder and a note of
such VF Noteholder’s commitment entered in the VFN Register.
Rule 144A Notes of the VF Notes will each be represented on issue by
definitive notes in fully registered form, without interest coupons or principal
receipts attached (each a “VF Note Rule 144A Note”). Transfers of the
VF Note Rule 144A Notes will only be effected in accordance with the VF
Instrument.
The Regulation S Notes of the Notes of each Class sold outside the United
States to non-U.S. Persons in reliance on Regulation S will be represented
on issue by beneficial interests in one or more Regulation S Global Notes
in fully registered form, without interest coupons or principal receipts, which
will be deposited on or about the Closing Date with, and registered in the
name of HSBC Issuer Services Common Depositary Nominee (UK) Limited
as nominee of HSBC Bank plc as common depositary for Euroclear and
Clearstream, Luxembourg (each as defined below). Transfers of VF Note
Regulation S Certificates will only be effected in accordance with the terms
of the VF Instrument. Beneficial interests in a Regulation S Global Note
may be held only through, and transfers thereof will only be effected
through, records maintained by Euroclear or Clearstream, Luxembourg at
any time. See “Form of the VF Notes and the Notes” and “Book-Entry
Clearance Procedures”. Interests in any Regulation S Note may not at any
time be held by any U.S. Person or U.S. Resident. Transfers of VF Note
Regulation S Certificates will only be effected in accordance with the terms
of the VF Instrument.
The Rule 144A Notes of the Notes of each Class sold in reliance on
Rule 144A within the United States to persons and outside the United
States to U.S. Persons, in each case, who are QIB/Qualified Purchasers
will be represented on issue by one or more Rule 144A Global Notes in
fully registered form, without interest coupons or principal receipts
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