VALLAURIS II CLO PLC - Irish Stock Exchange

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(i) if each Coverage Test is not satisfied, the related Coverage Ratio will be maintained or increased after giving effect to such reinvestment; (ii) if the Maximum Weighted Average Life Test is not satisfied, then the Portfolio Weighted Average Life will be the same or less, after giving effect to such reinvestment; (iii) if the Maximum Portfolio Rating Test is not satisfied, then the Average Portfolio Rating will be maintained or improved after giving effect to such reinvestment; (iv) if the Moody’s Minimum Weighted Average Recovery Rate Test is not satisfied, then the Moody’s Recovery Rate will be maintained or improved after giving effect to such reinvestment or acquisition; (v) if the S&P Minimum Weighted Average Recovery Rate Test is not satisfied, then the S&P Minimum Weighted Average Recovery Rate will be maintained or improved after giving effect to such reinvestment; (vi) if, during the Reinvestment Period, the S&P CDO Monitor Test was not satisfied immediately prior to such reinvestment, then such test result must be maintained or improved (and in the case of reinvestment of Sale Proceeds from Credit Improved Obligations, such test must be satisfied) after giving effect to such reinvestment; (vii) if, following reinvestment of Sale Proceeds of a Credit Improved Obligation, the Portfolio Profile Test is satisfied; and (viii) if the Minimum Diversity Test is not satisfied, immediately prior to receipt of such Principal Proceeds, then the Diversity Score as calculated immediately prior to receipt of such Principal Proceeds will be maintained or improved after giving effect to such reinvestment; (c) all Sale Proceeds of Credit Risk Obligations, Defaulted Obligations and Defaulted Equity Security (as the case may be) shall be reinvested in Substitute Collateral Debt Obligations with an aggregate Principal Balance equal to or greater than such Sale Proceeds (provided that Sale Proceeds of a Defaulted Obligation may not be reinvested in Substitute Collateral Debt Obligations after the Reinvestment Period); (d) the aggregate Principal Balance of all Collateral Debt Obligations acquired with the Sale Proceeds, repayments or prepayments from any Collateral Debt Obligations (other than a Credit Risk Obligation, Defaulted Obligation or Defaulted Equity Security) is equal to or greater than the aggregate Principal Balance of those Collateral Debt Obligations sold, repaid or prepaid, as the case may be; (e) the Collateral Debt Obligation to be purchased satisfies the Eligibility Criteria; (f) upon acquisition, both (i) the Collateral Debt Obligation is capable of being, and will be, the subject of a first fixed charge or first priority interest in favour of the Trustee for the benefit of the Secured Parties pursuant to the Trust Deed (or any deed or document supplemental thereto) and (ii) subject to (i) above, the Issuer (or the Collateral Manager on behalf of the Issuer) has notified the Trustee in the event that any Collateral Debt Obligation is a security not held through Euroclear, that the Issuer has taken such action as the Trustee may require to effect such security interest and has obtained the consent of the Trustee to hold such security otherwise than through Euroclear; (g) the purchase price of the relevant Substitute Collateral Debt Obligation to be acquired with the Sale Proceeds of any Collateral Debt Obligation, is equal to or less than such Sale Proceeds reduced by any related hedging termination payment; and (h) the Sale Proceeds of a Collateral Debt Obligation will be equal to or greater than the purchase price of the Substitute Collateral Debt Obligation together with any related upfront hedging payment; provided that, after the end of the Reinvestment Period, the following additional criteria must also be satisfied: (a) the Class IV Par Value Test is equal to or greater than 107.4 per cent. 175
(b) in the case of proceeds resulting from the sale of Credit Risk Obligations, all such proceeds must be reinvested in Collateral Debt Obligations with the same or a higher credit rating and with the same or earlier Stated Maturity; (c) the Coverage Tests are satisfied (both immediately before and immediately after such reinvestment); (d) the Maximum Portfolio Rating Test is satisfied (both immediately before and immediately after such reinvestment); (e) the Maximum Weighted Average Life Test is satisfied (both immediately before and immediately after such reinvestment); (f) Collateral Debt Obligations with an aggregate Principal Amount of not more than A15,000,000 are obligations with a Moody’s Rating of ‘‘Caa1’’ or less, or an S&P Rating of ‘‘CCC+’’ or less; (g) in respect of any Sale Proceeds from Credit Improved Obligations or Unscheduled Principal Proceeds must be reinvested in Substitute Collateral Debt Obligations with an aggregate Principal Balance equal to or greater than such proceeds; (h) immediately prior to such reinvestment, both (i) the Initial Ratings by Moody’s on the Class I Senior Notes and Class II Senior Notes have been maintained and have not been withdrawn and (ii) the ratings by Moody’s on the Class III Mezzanine Notes and Class IV Mezzanine Notes have not been downgraded by more than one sub-category below the Initial Ratings thereof and have not been withdrawn; and (i) if, after the Reinvestment Period, in relation to Unscheduled Principal Proceeds and Sale Proceeds from Credit Improved Obligations, the S&P CDO Evaluator Test was not satisfied immediately prior to such reinvestment such test result must be maintained or improved after giving effect to such reinvestment; 7.9 Designation for Reinvestment The Collateral Manager will notify the Issuer and the Collateral Administrator of the details of all Unscheduled Principal Proceeds and Sale Proceeds (other than Sale Proceeds of Defaulted Obligations) which it has designated for reinvestment upon receipt thereof and will confirm the extent to which such amounts remain designated for reinvestment two Business Days prior to each Determination Date. 7.10 Collateral Enhancement Obligations The Collateral Manager, acting on behalf of the Issuer, may from time to time purchase Collateral Enhancement Obligations independently or as part of a unit with Collateral Debt Obligations being so purchased, provided that such Collateral Enhancement Obligations may not constitute Margin Stock. The amounts which may be applied in the acquisition of Collateral Enhancement Obligations shall be limited to the Balance standing to the credit of the Collateral Enhancement Account from time to time. To the extent that the Balance standing to the credit of the Collateral Enhancement Account from time to time is insufficient to exercise rights under Collateral Enhancement Obligations, the Collateral Manager, acting on behalf of the Issuer, may, at its discretion, pay amounts required in order to fund such purchase or exercise (each such amount a ‘‘Collateral Manager Advance’’) pursuant to the terms of the Collateral Management Agreement. Collateral Manager Advances may also be made to the Issuer for general purposes. Each Collateral Manager Advance may bear interest provided that such rate of interest shall not exceed a rate of EURIBOR plus one per cent. per annum. All such Collateral Manager Advances shall be repaid out of the Balance standing to the credit of the Collateral Enhancement Account from time to time and to the extent not repaid therefrom, out of Interest Proceeds and Principal Proceeds on each Payment Date pursuant to paragraph (X) of Condition 3(c)(i) (Application of Interest Proceeds) and paragraph (P) of Condition 3(c)(ii) (Application of Principal Proceeds). The Collateral Manager, acting on behalf of the Issuer, may sell Collateral Enhancement Obligations at any time and shall procure that the proceeds of sale thereof together with all other Distributions received in respect of Collateral Enhancement Obligations are paid into the Collateral Enhancement Account. 176
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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
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such obligation to purchase or othe
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(e) the Principal Balance of any Co
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(b) any Subordinated Note to be red
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(d) the retention of such Retained
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‘‘Securities Act’’ means th
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(a) such Synthetic Security will no
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2. Form and Denomination, Title, Tr
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more bids from one or more brokers
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(2) any Interest Rate Hedge Termina
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(X) (Y) (Z) at the option of the Co
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III Mezzanine Notes, in whole or in
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Failure to Appoint a Replacement Co
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Obligation (save in the case of (i)
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the avoidance of doubt, any schedul
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(BB) termination of the Interest Ra
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(b) (c) (d) at any time in repaymen
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(I) (J) (K) (L) The Retained Portio
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pursuant thereto provided that such
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amount being referred to herein as
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(b) (viii) pay its debts generally
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Notes in accordance with Condition
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nearest one hundred-thousandth of a
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the Class II Senior Notes the Class
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(A) (B) (C) in respect of each Coll
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immediately prior to the related Pa
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(C) (D) the Collateral Administrato
Page 131 and 132: (b) (c) on the Register at the clos
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
Page 181: 7.6 Unscheduled Principal Proceeds
Page 185 and 186: Obligation. For the avoidance of do
Page 187 and 188: Institution, having a credit rating
Page 189 and 190: the Defaulted Obligation at the fai
Page 191 and 192: (a) where the Issuer, following con
Page 193 and 194: In the event that the Issuer receiv
Page 195 and 196: (C) at its own cost, (i) in the cas
Page 197 and 198: Upon the occurrence of any Event of
Page 199 and 200: For purposes of calculating the Div
Page 201 and 202: Aggregate Industry Equivalent Unit
Page 203 and 204: (3) shall be two subcategories abov
Page 205 and 206: (i) (ii) (iii) if such Collateral D
Page 207 and 208: Moody’s Recovery Rate Table Oblig
Page 209 and 210: Reinvestment Period, with the appli
Page 211 and 212: 11.10 S&P CDO Evaluator Test The
Page 213 and 214: DESCRIPTION OF THE COLLATERAL MANAG
Page 215 and 216: Collateral Management Agreement (Ap
Page 217 and 218: DESCRIPTION OF THE COLLATERAL ADMIN
Page 219 and 220: DESCRIPTION OF THE REPORTS 1. Month
Page 221 and 222: (P) (Q) which consist of Participat
Page 223 and 224: Class I Senior Notes, Class II Seni
Page 225 and 226: In certain circumstances, Irish tax
Page 227 and 228: amount of interest paid, but also o
Page 229 and 230: General The following summary descr
Page 231 and 232: ‘‘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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