ROCKALL CLO B.V. - Irish Stock Exchange

deposited with LaSalle Bank National Association, as custodian for Cede &
Co. as nominee for The Depository Trust Company (“DTC”). Beneficial
interests in a Rule 144A Global Note may only be held through, and
transfers thereof will only be effected through, records maintained by DTC
at any time.
The Rule 144A Global Notes will bear a legend and such Rule 144A Global
Notes, or any interest therein, may not be transferred except in compliance
with the transfer restrictions set out in such legend. See “Transfer
Restrictions”.
No beneficial interest in a Rule 144A Global Note may be transferred to a
person who takes delivery thereof through a Regulation S Global Note
unless the transferor provides the Trustee with a written certification
substantially in the form set out in the Trust Deed regarding compliance
with certain of such transfer restrictions. Any transfer of a beneficial
interest in a Regulation S Global Note to a person who takes delivery
through an interest in a Rule 144A Global Note is also subject to
certification requirements substantially in the form set out in the Trust Deed
and each purchaser thereof shall be deemed to represent that such
purchaser is a Qualified Purchaser. In addition, interests in any of the
Regulation S Notes may not at any time be held by any U.S. Person or
U.S. Resident. See “Form of the VF Notes and the Notes” and “Book-Entry
Clearance Procedures”.
Except in the limited circumstances described herein, Notes in definitive,
certificated, fully registered form (“Definitive Notes”) will not be issued in
exchange for beneficial interests in either the Regulation S Global Notes or
the Rule 144A Global Notes. See “Form of the VF Notes and the Notes”.
Transfers of interests in the Notes are subject to certain restrictions and
must be made in accordance with the procedures set forth in the Trust
Deed. See “Form of VF Notes and the Notes”, “Book-Entry Clearance
Procedures” and “Transfer Restrictions”. Each purchaser of Notes in
making its purchase will be required to make, or will be deemed to have
made, certain acknowledgements, representations and agreements. See
“Transfer Restrictions”. The transfer of Notes in breach of certain of such
representations and agreements will result in affected Notes becoming
subject to certain forced transfer provisions. See Condition 2(h) (Forced
Transfer of Rule 144A Notes).
Authorised Denominations
Governing Law
Listing and Trading
Tax Status
The Regulation S Notes of the VF Notes and of each Class of Notes, other
than the Class E Subordinated Notes, will be issued in minimum
denominations of €500,000 and integral multiples of €1,000 in excess
thereof. Regulation S Notes which are Class E Subordinated Notes will be
issued in minimum denominations of €100,000 and integral multiples of
€1,000 in excess thereof.
The Rule 144A Notes of the VF Notes and of each Class will be issued in
minimum denominations of €250,000 and integral multiples of €1,000 in
excess thereof.
The VF Notes, the Notes and the other Transaction Documents entered
into on or before the Closing Date will be governed by English law except
the Management Agreement, which will be governed by Dutch law, and the
Pledge Agreement, which will be governed by Belgian law.
Application has been made to the Irish Financial Services Regulatory
Authority, as competent authority under Directive 2003/71/EC, for the
Offering Circular to be approved. Application has been made to the Irish
Stock Exchange for the VF-1 Notes and the Specified Notes to be admitted
to the Official List and trading on its regulated market (see the section of
this Offering Circular headed "General Information"). There is currently no
market for the VF-1 Notes or the Specified Notes and no assurance can be
given that such a market will develop (see the section of this Offering
Circular headed "Risk Factors –3.1 Limited Liquidity and Restrictions on
Transfer").
See the section of this Offering Circular headed "Tax Considerations".
- 13 -