VALLAURIS II CLO PLC - Irish Stock Exchange

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Agreement (or such ISDA pro forma Master Agreement as may be published by ISDA from time to time) save for (i) the disapplication as regards the Issuer of the Events of Default relating to ‘‘Breach of Agreement’’, ‘‘Misrepresentation’’, and ‘‘Credit Support Default’’ and (ii) the disapplication as regards both the Issuer and the applicable Hedge Counterparty of the Event of Default relating to ‘‘Default under Specified Transaction’’, ‘‘Cross Default’’, ‘‘Merger without Assumption’’ and Termination Events relating to ‘‘Tax Event’’ and a ‘‘Tax Event upon Merger’’ and a ‘‘Credit Event upon Merger. In addition, each Hedge Agreement shall contain the following Additional Termination Events: (a) (b) (c) (d) (e) an Event of Default has occurred in respect of the Notes pursuant to Condition 10 of the Notes and the Trustee has taken action to enforce the security over the Collateral, for the purposes of which all Transactions shall be ‘‘Affected Transactions’’ (as defined in such Hedge Agreement), the Issuer shall be the sole Affected Party, save that either the Hedge Counterparty or the Trustee on behalf of the Issuer may designate an Early Termination Date in respect thereof; the Notes are redeemed in whole prior to their stated maturity (otherwise than as a result of an Event of Default thereunder), for the purposes of which all Transactions shall be Affected Transactions and the Issuer shall be the sole ‘‘Affected Party’’ (as defined in such Hedge Agreement), save that all of the Affected Transactions shall be deemed to have terminated automatically in full without the need for notice from either Party and the applicable Early Termination Date shall be the Redemption Date of the Notes; in the case of a Hedge Transaction which is an Interest Rate Hedge Transaction which is an interest rate swap (but not an interest rate cap or floor) only, Rated Notes have been redeemed in full, for the purposes of which each Interest Rate Hedge Transaction which is such an interest rate swap shall be an Affected Transaction and the Issuer shall be the sole Affected Party save that each such Affected Transaction shall be deemed to have terminated automatically in full without the need for notice from either party thereto, and the applicable Early Termination Date shall be the Redemption Date on which the Rated Notes are redeemed in full; the Priorities of Payment have been amended in a manner materially prejudicial to the Hedge Counterparty (such manner, as determined by the Trustee) with respect to the position of the Hedge Counterparty in the Priorities of Payment and the payment obligations in priority thereto or pari passu therewith without the Hedge Counterparty’s prior written consent, for the purposes of which all Transactions shall be Affected Transactions and the Issuer shall be the sole Affected Party; the failure by the Hedge Counterparty to take, in the event that the Hedge Counterparty or its Credit Support Provider is downgraded to below the Required Ratings, any action required under paragraphs (A) to (D) set forth below, unless Rating Agency Confirmation has been received notwithstanding such failure, for the purposes of which all Transactions shall be Affected Transactions and the Hedge Counterparty shall be the sole Affected Party: (A) (B) at its own cost, transfer, within 30 calendar days of such downgrade below the Required Ratings, all of its rights and obligations under the Hedge Agreement at fair market value to another entity which has (or whose obligations hereunder are unconditionally and irrevocably guaranteed by an entity which has) the applicable Required Ratings; or at its own cost, cause, within 30 calendar days of such downgrade below the Required Ratings, an entity with the applicable Required Ratings (or whose guarantor or provider of credit support has the applicable Required Ratings) to guarantee or provide an indemnity in respect of the Hedge Counterparty’s (or its Credit Support Provider’s) obligations under the Hedge Agreement in form and substance reasonably satisfactory to the Issuer, the Trustee and in respect of which Rating Agency Confirmation is obtained; or 187
(C) at its own cost, (i) in the case where the Hedge Counterparty is an Interest Rate Hedge Counterparty, and: (1) if the long-term and short-term senior unsecured debt ratings of such Interest Rate Hedge Counterparty or its Credit Support Provider are below ‘‘A1’’ (but not below ‘‘A3’’) or below ‘‘P-1’’ from Moody’s, post, within 30 calendar days of such downgrade below the Required Ratings, collateral with the Issuer pursuant to an appropriate mark-to-market collateral agreement in an amount equal to 102 per cent. of the weekly mark-to-market value (subject to a minimum of zero) of any such Interest Rate Hedge Transaction that is the subject of such Interest Rate Hedge Agreement, as determined by the Collateral Manager, acting on behalf of the Issuer, and the Interest Rate Hedge Counterparty and in accordance with the then current market practice; (2) if any of the long-term or short-term senior unsecured debt ratings of such Interest Rate Hedge Counterparty or its Credit Support provider are below ‘‘A3’’ or ‘‘P-1’’ from Moody’s, immediately post collateral with the Issuer pursuant to an appropriate mark-to-market collateral agreement in an amount equal to 102 per cent. of the weekly mark-to-market value (subject to a minimum of zero) of any such Interest Rate Hedge Transaction that is the subject of such Interest Rate Hedge Agreement, as determined by the Collateral Manager, acting on behalf of the Issuer, and the Interest Rate Hedge Counterparty and in accordance with the then current market practice, plus the product of 0.40 per cent. multiplied by the remaining average life (as determined by the Collateral Administrator in accordance with the terms of the Collateral Management Agreement) of such Interest Rate Hedge Transaction multiplied by the notional amount of such Interest Rate Hedge Transaction provided that for such time as the applicable Interest Rate Hedge Counterparty posts collateral in the circumstances of this paragraph (2), it shall use its reasonable efforts to transfer, within 30 calendar days of such downgrade below the Required Ratings, all of its rights and obligations under the Interest Rate Hedge Agreement pursuant to paragraph (A) above and/or procure a guarantor or indemnitor of its obligations under the Interest Rate Hedge Agreement pursuant to paragraph (B) above; and (3) if the short-term senior unsecured debt ratings of such Interest Rate Hedge Counterparty or its Credit Support Provider are below ‘‘A-1’’ but not below ‘‘A-3’’ from S&P, post, within 30 calendar days of such downgrade below the Required Ratings, collateral with the Issuer pursuant to an appropriate mark-tomarket collateral agreement in an amount equal to 100 per cent. of the weekly mark-to-market value (subject to a minimum of zero) of any such Interest Rate Hedge Transaction that is the subject of such Interest Rate Hedge Agreement, as determined by the Collateral Manager, acting on behalf of the Issuer, and the Interest Rate Hedge Counterparty and in accordance with the then current market practice, plus the product of (x) the relevant Volatility Buffer (as defined in the Collateral Management Agreement), multiplied by (y) the notional amount of the Interest Rate Hedge Transaction, as determined by the Collateral Manager, acting on behalf of the Issuer and calculated weekly; (ii) in the case where the Hedge Counterparty is a Currency Swap Counterparty, and: (1) if the long term and short term senior unsecured debt ratings of the Currency Swap Counterparty or its Credit Support Provider are below ‘‘A1’’ (but not below ‘‘A3’’) or below ‘‘P-1’’ from Moody’s, post, within 30 calendar days of such downgrade below the Required Ratings, collateral with the Issuer pursuant to an appropriate mark-to-market collateral agreement in an amount equal to 102 per cent. of the weekly mark-to-market value (subject to a minimum of 188
Page 1 and 2:
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
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(b) (c) on the Register at the clos
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(d) as a result of presentation for
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(d) (e) (i) (ii) If an Event of Def
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12. Prescription (a) Note represent
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necessary to facilitate the adminis
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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 and 182: 7.6 Unscheduled Principal Proceeds
Page 183 and 184: (b) in the case of proceeds resulti
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: In the event that the Issuer receiv
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
Page 233 and 234: maturity of such Notes will be the
Page 235 and 236: extent thereof), with payments attr
Page 237 and 238: PREFERRED EQUITY CERTIFICATES AND T
Page 239 and 240: or more (measured by vote or value)
Page 241 and 242: values at the time of purchase. A s
Page 243 and 244: 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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