VALLAURIS II CLO PLC - Irish Stock Exchange

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(k) (l) Notice of Partial Redemption: The Issuer shall procure that the Irish Stock Exchange is notified of any partial redemption of the Notes, including details of the principal amount outstanding of each Class of Notes Outstanding following any such partial redemption. For the avoidance of doubt, any partial redemption of the Notes (either within a single Class or among two or more Classes) pursuant to this Condition 7 (Redemption and Purchase) will be made on a pro rata basis. Redemption of the Structured Combination Notes: The Class V Structured Combination Notes will be redeemed with respect to the OAT Security Component, by allocation of OAT Strips Sale Proceeds and proceeds of any matured OAT Strips (or in the case of an early redemption, by delivery of the OAT Strips relating to such Component taking into account any previous distributions of OAT Strips Sale Proceeds); and with respect to the Class V Subordinated Component, by allocation of redemption payments in respect of the Subordinated Notes to such Component. Once the principal amount outstanding of the Class V Structured Combination Note has been reduced to A1.00 (pursuant to the redemption of the OAT Security Component, the realisation of proceeds of the OAT Strips or otherwise), on any applicable Payment Date thereafter all distributions received in respect of the Components thereof shall be distributed as interest on the Class V Structured Combination Note (other than the A1.00 which shall be repaid as a principal reimbursement at maturity of the Class V Combination Note). The Class VI Structured Combination Notes will be redeemed with respect to the Natexis Zero Coupon Note Security Component, by allocation of proceeds of matured Natexis Zero Coupon Notes (or in the case of an early redemption, by delivery of the Natexis Zero Coupon Notes relating to such Component) and with respect to the Class VI Subordinated Component, by allocation of redemption payments in respect of the Subordinated Notes relating to such Component. Once the principal amount outstanding of the Class VI Structured Combination Note has been reduced to A1.00 (pursuant to the redemption of the Natexis Zero Coupon Security Component, the realisation of proceeds of the Natexis Zero Coupon Notes or otherwise), on any applicable Payment Date thereafter all distributions received in respect of the Components thereof shall be distributed as interest on the Class VI Structured Combination Note (other than the A1.00 which shall be repaid as a principal reimbursement at maturity of the Class VI Combination Note). Notwithstanding any other provision of these Conditions, on the final Redemption Date of the Structured Combination Notes, such Notes shall be deemed to be redeemed in full by the application of the full amount of the redemption payments in respect of the relevant Components. 8. Payments (a) Method of Payment: (i) (ii) On Bearer Notes: Payments of principal and interest in respect of Notes represented by a Global Note will be made against presentation for endorsement and, if no further payment falls to be made in respect of the relevant Notes, surrender of such Global Note to or to the order of the Principal Paying Agent or such other Paying Agent as shall have been notified to the relevant Noteholders for such purpose. A record of each payment so made will be endorsed in the appropriate schedule to the relevant Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the relevant Notes. On Registered Notes: Payments of principal upon final redemption in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Definitive Certificate representing such Note at the specified office of the Registrar or any Transfer Agent by Euro cheque drawn on a bank in Europe. Payments of interest on each Note represented by a Definitive Certificate and, prior to redemption in full thereof, principal in respect of each Note represented by a Definitive Certificate, will be made by Euro cheque drawn on a bank in Europe and posted on the Business Day immediately preceding the relevant due date to the holder (or to the first named of joint holders) of the Note appearing 123
(b) (c) on the Register at the close of business on the fifteenth day before the relevant due date (the ‘‘Record Date’’) at his address shown on the register on the Record Date. Upon application of the holder to the specified office of the Registrar or any Transfer Agent not less than five Business Days before the due date for any payment in respect of a Note, the payment may be made (in the case of any final payment of principal against presentation and surrender (or, in the case of part payment only of such final payment, endorsement) of the Definitive Certificate representing such Note as provided above) by wire transfer in immediately available funds on the due date to a Euro account maintained by the payee with a bank in Europe. Payments Subject to Fiscal Laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 9 (Taxation). No commission shall be charged to the Noteholders. Payments on Presentation Days: A holder shall be entitled to present a Note for payment only on a Presentation Date and shall not, except as provided in Condition 6 (Interest), be entitled to any further interest or other payment if a Presentation Date is after the due date. If a Note is presented for payment at a time when, as a result of differences in time zones it is not practicable to transfer the relevant amount to an account as referred to above for value on the relevant Presentation Date, the Issuer shall not be obliged so to do but shall be obliged to transfer the relevant amount to the account for value on the first practicable date after the Presentation Date and no additional payment will be payable in respect thereof. (d) (e) Registrar and Transfer Agents: The names of the initial Principal Paying Agent, Registrar, Paying Agents and Transfer Agents and their initial specified offices are set out below. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Principal Paying Agent, the Registrar and any Transfer Agent and appoint additional or other Agents, provided that it will maintain (i) a Principal Paying Agent, (ii) a Registrar and (iii) Paying Agents and Transfer Agents having specified offices in at least two major European cities approved by the Trustee (including the City of Dublin for so long as the Notes of any Class are admitted to listing and trading on the Irish Stock Exchange and the rules of that exchange so require) and shall at all times procure that it shall at all times maintain a Custodian, Account Bank, Collateral Manager and Collateral Administrator. As a result of the implementation of the European Union Directive on the Taxation of Savings Income (Directive 2003/48/EC) (the ‘‘EU Savings Directive’’), the Issuer will also maintain a Paying Agent in a European member state that will not be obliged to withhold or deduct tax pursuant to that directive, or any law implementing or complying with, or introduced in order to comply with, such directive, in each case as approved by the Trustee. Notice of any change in any Agent or their specified offices or in the Custodian, Account Bank, Collateral Manager or Collateral Administrator will promptly be given to the Noteholders by the Principal Paying Agent on behalf of the Issuer in accordance with Condition 16 (Notices). Payment on the Structured Combination Notes: On each Payment Date on which payments of principal, interest on, redemption amounts, or other payments are made on the Subordinated Notes, such payments shall be allocated to the Structured Combination Notes in the proportion that the principal amount outstanding of the relevant Subordinated Component bears to the principal amount outstanding of the Subordinated Notes represented by such Component (including the related Components) and in accordance with Condition 6(f) (Interest on the Structured Combination Notes) and Condition 7(1) (Redemption of Structured Combination Notes). On each Payment Date upon which a payment of interest on the Subordinated Notes is made in accordance with the Priorities of Payment, the Issuer shall sell or where applicable, receive the proceeds from the maturity of, a portion of the OAT Strips representing the OAT Security Component of the Class V Structured Combination Notes. The portion of the OAT Strips to be sold shall be determined in accordance with the OAT Sale Formula and the Issuer 124
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Prospectus dated 26 July 2006 VALLA
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information is in accordance with t
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AVAILABLE INFORMATION To permit com
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Page 4. Final Effective Date ......
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The Collateral Administrator: Branc
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Class VI Structured Combination Not
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Use of Proceeds: Priorities of Paym
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Collateral Quality Tests Overcollat
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Principal Repayments: Reinvestment
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Redemption upon an Effective Date R
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Purchase of Collateral Debt Obligat
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their respective functions under th
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Treatment of Interest Proceeds: Acc
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Authorised Denominations: Form, Reg
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The Depositary: Additional Issuance
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Component. In addition, Class VI St
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the obligor group. Second Lien Loan
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eferred to herein as ‘‘Particip
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Collateral Debt Obligation is enter
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Collateral Manager. The need to sat
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subject the Notes to an additional
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that Collateral Debt Obligations is
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3.4 Subordination of Structured Com
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3.9 Mandatory Redemption of the Not
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compensate for such withholding tax
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Condition 14(b) (Modification and W
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investment decisions for the Issuer
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In relation to the disposal of asse
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Investment Tax Act (the ‘‘Inves
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another member state, except that A
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payments, distributions, votes or c
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in each case, including any value a
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‘‘Class IV Interest Coverage Ra
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‘‘Credit Improved Obligation’
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Balance of all Collateral Debt Obli
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‘‘Effective Date Requirements
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next following Payment Date, an amo
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‘‘Interest Determination Date
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(a) a secured mezzanine loan or oth
Page 79 and 80: such obligation to purchase or othe
Page 81 and 82: (e) the Principal Balance of any Co
Page 83 and 84: (b) any Subordinated Note to be red
Page 85 and 86: (d) the retention of such Retained
Page 87 and 88: ‘‘Securities Act’’ means th
Page 89 and 90: (a) such Synthetic Security will no
Page 91 and 92: 2. Form and Denomination, Title, Tr
Page 93 and 94: more bids from one or more brokers
Page 95 and 96: (2) any Interest Rate Hedge Termina
Page 97 and 98: (X) (Y) (Z) at the option of the Co
Page 99 and 100: III Mezzanine Notes, in whole or in
Page 101 and 102: Failure to Appoint a Replacement Co
Page 103 and 104: Obligation (save in the case of (i)
Page 105 and 106: the avoidance of doubt, any schedul
Page 107 and 108: (BB) termination of the Interest Ra
Page 109 and 110: (b) (c) (d) at any time in repaymen
Page 111 and 112: (I) (J) (K) (L) The Retained Portio
Page 113 and 114: pursuant thereto provided that such
Page 115 and 116: amount being referred to herein as
Page 117 and 118: (b) (viii) pay its debts generally
Page 119 and 120: Notes in accordance with Condition
Page 121 and 122: nearest one hundred-thousandth of a
Page 123 and 124: the Class II Senior Notes the Class
Page 125 and 126: (A) (B) (C) in respect of each Coll
Page 127 and 128: immediately prior to the related Pa
Page 129: (C) (D) the Collateral Administrato
Page 133 and 134: (d) as a result of presentation for
Page 135 and 136: (d) (e) (i) (ii) If an Event of Def
Page 137 and 138: 12. Prescription (a) Note represent
Page 139 and 140: necessary to facilitate the adminis
Page 141 and 142: Except where expressly provided oth
Page 143 and 144: Combination Notes, in the proportio
Page 145 and 146: FORM OF THE NOTES References below
Page 147 and 148: interests in the Exchanged Global N
Page 149 and 150: BOOK-ENTRY CLEARANCE PROCEDURES AND
Page 151 and 152: Book-Entry Interests owned through
Page 153 and 154: A person acquiring a Book-Entry Int
Page 155 and 156: RATINGS OF THE NOTES It is a condit
Page 157 and 158: EXPECTED AVERAGE LIVES OF THE NOTES
Page 159 and 160: Deutsche International Finance (Ire
Page 161 and 162: DESCRIPTION OF THE COLLATERAL MANAG
Page 163 and 164: A three-dimensional organization -
Page 165 and 166: Contribution to revenues (consolida
Page 167 and 168: Directors’ work is prepared and o
Page 169 and 170: Jean-Luc Simon - CDO Director Jean-
Page 171 and 172: on behalf of, the Issuer of Synthet
Page 173 and 174: the Interest Account and/or to the
Page 175 and 176: to a non-default rate or an improve
Page 177 and 178: connection with any such sale or re
Page 179 and 180: in Sections 7.3 (Sale of Credit Imp
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7.6 Unscheduled Principal Proceeds
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(b) in the case of proceeds resulti
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Obligation. For the avoidance of do
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Institution, having a credit rating
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the Defaulted Obligation at the fai
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(a) where the Issuer, following con
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In the event that the Issuer receiv
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(C) at its own cost, (i) in the cas
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Upon the occurrence of any Event of
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For purposes of calculating the Div
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Aggregate Industry Equivalent Unit
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(3) shall be two subcategories abov
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(i) (ii) (iii) if such Collateral D
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Moody’s Recovery Rate Table Oblig
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Reinvestment Period, with the appli
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11.10 S&P CDO Evaluator Test The
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DESCRIPTION OF THE COLLATERAL MANAG
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Collateral Management Agreement (Ap
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DESCRIPTION OF THE COLLATERAL ADMIN
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DESCRIPTION OF THE REPORTS 1. Month
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(P) (Q) which consist of Participat
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Class I Senior Notes, Class II Seni
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In certain circumstances, Irish tax
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amount of interest paid, but also o
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General The following summary descr
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‘‘grossed up’’ for any mate
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maturity of such Notes will be the
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extent thereof), with payments attr
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PREFERRED EQUITY CERTIFICATES AND T
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or more (measured by vote or value)
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values at the time of purchase. A s
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associated territories. These apply
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The Class IV Mezzanine Notes, the S
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Any Plan fiduciary that proposes to
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For the avoidance of doubt, all ref
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(h) (i) (j) (k) (l) (m) any company
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means of sufficient information on
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(c) (d) (e) restrictions described
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(g) representations and warranties.
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PLAN AS DEFINED IN SECTION 3(3) OF
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THE TERMS OF THE TRUST DEED. EACH T
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GENERAL INFORMATION 1. Clearing Sys
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11. Expenses The total expenses rel
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CDO Liabilities....................
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Currency Swap Counterparty.........
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Initial Ratings ...................
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OAT Strips Pledge Agreement .......
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Registered Notes ..................
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Synthetic Counterparty Default ....
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imprima de bussy — C94339
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VALLAURIS II CLO PLC - Irish Stock Exchange

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