VALLAURIS II CLO PLC - Irish Stock Exchange

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12.1 Senior Par Value Test The ‘‘Senior Par Value Test’’ will be satisfied on any Measurement Date if the Senior Par Value Ratio (as defined in Condition 1 (Definitions) of the Conditions) is at least 115 per cent. The Senior Par Value Ratio is expected to be approximately equal to 124.9 per cent. as at the Final Effective Date. 12.2 Senior Interest Coverage Test The ‘‘Senior Interest Coverage Test’’ will be satisfied on any Measurement Date if the Senior Interest Coverage Ratio (as defined in Condition 1 (Definitions) of the Conditions) is at least 120 per cent. The Senior Interest Coverage Ratio is expected to be approximately equal to 202.9 per cent. as at the Final Effective Date. For purposes of calculating the Senior Interest Coverage Ratio and for purposes of the Reinvestment Criteria, the expected interest income on floating rate Collateral Debt Obligations and Eligible Investments and the Accounts and the expected interest payable on the Senior Notes will be calculated using the then current interest rates applicable thereto. 12.3 Class III Par Value Test The ‘‘Class III Par Value Test’’ will be satisfied on any Measurement Date if the Class III Par Value Ratio (as defined in Condition 1 (Definitions) of the Conditions) is at least 107 per cent. The Class III Par Value Ratio is expected to be approximately equal to 113.0 per cent. as of the Final Effective Date. 12.4 Class III Interest Coverage Test The ‘‘Class III Interest Coverage Test’’ will be satisfied on any Measurement Date if the Class III Interest Coverage Ratio (as defined in Condition 1 (Definitions) of the Conditions) is at least 110 per cent. The Class III Interest Coverage Ratio is expected to be approximately equal to 178.4 per cent. as of the Final Effective Date. For purposes of calculating the Class III Interest Coverage Ratio and for purposes of the Reinvestment Criteria, the expected interest income on floating rate Collateral Debt Obligations and Eligible Investments and the Accounts (to the extent applicable) and the expected interest payable on the Senior Notes will be calculated using the then current interest rates applicable thereto. 12.5 Class IV Par Value Test The ‘‘Class IV Par Value Test’’ will be satisfied on any Measurement Date if the Class IV Par Value Ratio (as defined in Condition 1 (Definitions) of the Conditions) is at least 105.5 per cent. The Class IV Par Value Ratio is expected to be approximately equal to 109.3 per cent. as of the Final Effective Date. 12.6 Class IV Interest Coverage Test The ‘‘Class IV Interest Coverage Test’’ will be satisfied on any Measurement Date if the Class IV Interest Coverage Ratio (as defined in Condition 1 (Definitions) of the Conditions) is at least 100 per cent. The Class III Interest Coverage Ratio is expected to be approximately equal to 167.6 per cent. as of the Final Effective Date. For purposes of calculating the Class III Interest Coverage Ratio and for purposes of the Reinvestment Criteria, the expected interest income on floating rate Collateral Debt Obligations and Eligible Investments and the Accounts (to the extent applicable) and the expected interest payable on the Senior Notes and the Class III Mezzanine Notes will be calculated using the then current interest rates applicable thereto. 12.7 Interest Reinvestment Test The ‘‘Interest Reinvestment Test’’ will be satisfied on any Determination Date if the Interest Reinvestment Ratio (as defined in Condition 1 (Definitions) of the Conditions) is at least 106 per cent. The Interest Reinvestment Ratio is expected to be approximately equal to 109.3 per cent. as of the Final Effective Date. 205
DESCRIPTION OF THE COLLATERAL MANAGEMENT AGREEMENT General The collateral management functions described herein will be performed by Natexis Banques Populaires in relation to all investment and management functions with respect to the Collateral except in respect of Financial Instruments and by Natexis Asset Management in relation to all investment and management functions in respect of Financial Instruments only, in each case, the ‘‘Collateral Manager’’ and together, the ‘‘Collateral Managers’’. Under the Collateral Management Agreement, Natexis Banques Populaires in relation to all investment and management functions with respect to the Collateral except in respect of Financial Instruments and Natexis Asset Management in relation to all investment and management functions with respect to Financial Instruments (as defined below) only, (in each case, the ‘‘Collateral Manager’’ and together, the ‘‘Collateral Managers’’) have each agreed to act as the Issuer’s collateral manager and to act in specific circumstances on behalf of the Issuer and to carry out the functions described below. In managing the categories of Collateral Debt Obligations for which they are responsible each Collateral Manager shall act in compliance with the Collateral Management Agreement and the Conditions. Natexis Banques Populaires shall procure that Natexis Asset Management complies with its obligations under the Collateral Management Agreement (including its obligation to manage the categories of Collateral Debt Obligations to be managed by it in compliance with the terms of the Collateral Management Agreement and the Conditions of the Notes). The Collateral Managers shall prior to making investment or disposal decisions consult with each other with a view to ensuring that the Portfolio complies with the terms of the Collateral Management Agreement and the Conditions of the Notes (and, in particular, to ensure compliance with the obligations of the Collateral Managers thereunder in respect of the Investment Objectives and the Collateral Quality Tests to the extent required under the terms of the Collateral Management Agreement). In the event that Natexis Banques Populaires is granted an agrément de société de gestion (licence to provide portfolio asset management services) from the Autorité des Marchés Financiers (or any relevant successor authority), and the scope of its authorised programme of activities (programme d’activité) covers the management of Financial Instruments (including Synthetic Securities) for other legal entities in accordance with applicable French law and regulations, Natexis Banques Populaires may at its option assume the rights and obligations of Natexis Asset Management under the Collateral Management Agreement (together with any other Transaction Document to which Natexis Asset Management is party). Fees The Collateral Managers shall, subject to Condition 4(c) (Limited Recourse) under ‘‘Conditions of the Notes’’, be paid the Senior Collateral Management Fee and the Subordinated Collateral Management Fee in arrear on each Payment Date in accordance with the Priorities of Payment (see the definitions thereof as set forth above in Condition 1 (Definitions). Any Senior or Subordinated Collateral Management Fee not paid on the Payment Date on which it is due will be added to the Senior or, as the case may be, Subordinated Collateral Management Fee due on the next occurring Payment Date. In addition to the above, the Collateral Manager shall be paid a performance-related fee, the ‘‘Incentive Collateral Management Fee’’. The Incentive Collateral Management Fee is due and payable to the Collateral Manager on the first Payment Date on which the Subordinated Noteholders receive the Subordinated Note Hurdle Return Amount and on each Payment Date thereafter and is equal to 20 per cent. of the cash flow, if any, available for payment to the Subordinated Noteholders. The fees will be allocated between the two Collateral Managers on the terms set forth in the Collateral Management Agreement. Termination and Resignation Automatic Termination The Collateral Management Agreement shall be automatically terminated in the event that: (a) the Issuer determines in good faith that the Issuer or the Portfolio has become required to register as an investment company under the provisions of the Investment Company Act 206
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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
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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
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Combination Notes, in the proportio
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FORM OF THE NOTES References below
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interests in the Exchanged Global N
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BOOK-ENTRY CLEARANCE PROCEDURES AND
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Book-Entry Interests owned through
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A person acquiring a Book-Entry Int
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RATINGS OF THE NOTES It is a condit
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EXPECTED AVERAGE LIVES OF THE NOTES
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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
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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
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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: 11.10 S&P CDO Evaluator Test The
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
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Page 229 and 230: General The following summary descr
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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
Page 245 and 246: The Class IV Mezzanine Notes, the S
Page 247 and 248: Any Plan fiduciary that proposes to
Page 249 and 250: For the avoidance of doubt, all ref
Page 251 and 252: (h) (i) (j) (k) (l) (m) any company
Page 253 and 254: means of sufficient information on
Page 255 and 256: (c) (d) (e) restrictions described
Page 257 and 258: (g) representations and warranties.
Page 259 and 260: PLAN AS DEFINED IN SECTION 3(3) OF
Page 261 and 262: 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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