VALLAURIS II CLO PLC - Irish Stock Exchange

Use of Proceeds:
Priorities of Payment:
Interest Payments:
respect of the Subordinated Notes will be paid out of available
Interest Proceeds and Principal Proceeds (each such term as defined
herein), and such payments will be subordinated in right of
payment to payments in respect of each of the other Classes of
Notes. Each Subordinated Component of the Structured
Combination Notes shall rank in accordance with the
Subordinated Notes related thereto.
The net proceeds from the issuance of the Notes on the Closing
Date after payment of certain fees and expenses payable on the
Closing Date (as set forth in the Subscription Agreement) are
expected to be approximately A300,000,000. Such proceeds will be
applied by the Issuer as follows: (a) in payment of all amounts due
and payable in connection with the acquisition of certain Collateral
Debt Obligations purchased by the Issuer on or about the Closing
Date in the amount of approximately A200,000,000, (b) in payment
of the costs of entry into (if any) the Interest Rate Hedge
Transactions and the Currency Swap Transactions to be entered
into on or about the Closing Date, (c) in payment of A195,000 into
the Expense Reserve Account, (d) in payment of all amounts due
and payable in connection with the acquisition of OAT Strips
comprising the OAT Security Component of the Class V Structured
Combination Notes, (e) in payment of all amounts due and payable
in connection with the acquisition of Natexis Zero Coupon Notes
comprising the Natexis Zero Coupon Security Component of the
Class VI Structured Combination Notes and (f) any proceeds
remaining, in payment into the Additional Collateral Account for
application towards the purchase of Additional Collateral Debt
Obligations from time to time. The Lead Manager’s and the Joint
Lead Managers’ underwriting and placement fees and expenses will
be deducted from the gross proceeds of the issue of the Notes. See
‘‘Subscription and Sale’’ below.
Interest Proceeds and Principal Proceeds will be applied in the
payment of interest and principal payable on the Notes and
amounts payable to the other creditors of the Issuer in accordance
with the Priorities of Payment specified in Condition 3(c)(Priorities
of Payment).
Subject as set forth below, interest in respect of the Notes of each
Class will be payable semi-annually in arrear on 26 March and 26
September of each year (subject to adjustment for non-Business
Days in accordance with the Conditions), commencing 26 March
2007, at maturity and upon any redemption of the Notes (each a
‘‘Payment Date’’).
Class I Senior Notes: Six-month EURIBOR plus 0.25 per cent. per
annum.
Class II Senior Notes: Six-month EURIBOR plus 0.40 per cent. per
annum.
Class III Mezzanine Notes: Six-month EURIBOR plus 1.45 per
cent. per annum.
Class IV Mezzanine Notes: Six-month EURIBOR plus 4.10 per
cent. per annum.
In respect of the first Interest Accrual Period only, EURIBOR shall
be determined by linear interpolation in respect of 6 month Euro
deposits and 9 month Euro deposits.
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