VALLAURIS II CLO PLC - Irish Stock Exchange

Restrictions on Transfer
Beneficial interests in Global Notes will be subject to certain restrictions on transfer set forth
therein and in the Trust Deed and, in the case of Rule 144A Global Notes, as set forth in Rule 144A
and the Global Notes will bear the applicable legends regarding the restrictions set forth under
‘‘Transfer Restrictions’’. A beneficial interest in a Regulation S Global Note may be transferred to a
person who takes delivery in the form of an interest in a Rule 144A Global Note in denominations
greater than or equal to the minimum denominations applicable to interests in such Rule 144A
Global Note only upon receipt by the Trustee of a written certification (in the form provided in the
Trust Deed) to the effect that the transferee is a qualified institutional buyer within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A, is a qualified purchaser within
the meaning of and for purposes of Section 3(c)(7) of the Investment Company Act and in
accordance with any applicable securities laws of any state of the United States or any other
jurisdiction. Beneficial interests in the Rule 144A Global Notes may be transferred to a person who
takes delivery in the form of an interest in a Regulation S Global Note only upon receipt by the
Trustee of a written certification (in the form provided in the Trust Deed) to the effect that the
transfer is being made to a non-U.S. Person and in accordance with Regulation S under the
Securities Act.
Any beneficial interest in a Regulation S Global Note that is transferred to a person who takes
delivery in the form of an interest in a Rule 144A Global Note will, upon transfer, cease to be an
interest in such Regulation S Global Note and become an interest in the Rule 144A Global Note
and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable
to beneficial interests in a Rule 144A Global Note for as long as it remains such an interest. Any
beneficial interest in a Rule 144A Global Note that is transferred to a person who takes delivery in
the form of an interest in a Regulation S Global Note will, upon transfer, cease to be an interest in a
Rule 144A Global Note and become an interest in the Regulation S Global Note and, accordingly,
will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial
interests in a Regulation S Global Note for so long as it remains such an interest. No service charge
will be made for any registration of transfer or exchange of Notes, but the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection
therewith.
Except in the limited circumstances described below, owners of beneficial interests in Global
Notes will not be entitled to receive physical delivery of certificated Notes.
2. Exchange for Definitive Certificates
2.1 Exchange
Each Global Note will be exchangeable, free of charge to the holder, on or after its Exchange
Date (as defined below), in whole but not in part, for Notes in definitive registered form (Definitive
Certificates) if:
(a)
(b)
either Euroclear or Clearstream, Luxembourg or an alternative clearing system and any
such clearing system is closed for business for a continuous period of 14 days (other than
by reason of holiday, statute or otherwise) or announces its intention permanently to cease
business or does in fact do so; or
if the Depositary is at any time unwilling or unable to continue as Depositary and a
successor Depositary is not appointed by the Issuer with the prior written consent of the
Trustee within 90 days of the current Depositary notifying the Issuer and the Trustee of
such unwillingness or inability.
The Registrar will not register the transfer of, or exchange of interests in, a Global Note for
Definitive Certificates for a period of 15 calendar days ending on the date for any payment of
principal or interest in respect of the Notes.
If only one of the Global Notes (the ‘‘Exchanged Global Note’’) becomes exchangeable for
Definitive Certificates in accordance with the above paragraphs, transfers of Notes may not take place
between, on the one hand, persons holding Definitive Certificates issued in exchange for beneficial
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