VALLAURIS II CLO PLC - Irish Stock Exchange

More documents

Recommendations

Info

Investment Period: Collateral Enhancement Obligations: Management of Collateral: The period from and including the Closing Date up to but excluding the date which is the earlier of: (a) the date designated for such purpose by the Collateral Manager, acting on behalf of the Issuer, by written notice to the Trustee, the Issuer and the Collateral Administrator pursuant to the Collateral Management Agreement, subject to the Effective Date Requirements having been satisfied; and (b) the date which falls twelve months after the Closing Date, or if such day is not a Business Day, the immediately following Business Day. Collateral Enhancement Obligations comprise warrants and equity securities (excluding Defaulted Equity Securities), including, without limitation, warrants relating to Mezzanine Obligations and any equity security received upon conversion, exchange or exercise of an option under, or otherwise in respect of, a Collateral Enhancement Obligation, or any warrant or equity security purchased as part of a unit with a Collateral Debt Obligation, provided that such Collateral Enhancement Obligations may not constitute Margin <strong>Stock</strong>. The ratings assigned by the Rating Agencies to each Class of the Rated Notes do not take into account the value of Collateral Enhancement Obligations. Collateral Enhancement Obligations are excluded from any determination of satisfaction of the Coverage Tests, the Collateral Quality Tests or the Portfolio Profile Tests and neither the Eligibility Criteria nor the Reinvestment Criteria apply to Collateral Enhancement Obligations. Collateral Enhancement Obligations will be purchased on behalf of the Issuer by the Collateral Manager in accordance with the Collateral Management Agreement as part of a unit with Collateral Debt Obligations or be purchased independently out of the Balance standing to the credit of the Collateral Enhancement Account or amounts advanced to the Issuer by the Collateral Manager for such purpose from time to time. The costs of exercising any option or warrant comprised in a Collateral Enhancement Obligation shall be payable out of the Balance standing to the credit of the Collateral Enhancement Account from time to time (which shall be funded out of amounts which would otherwise be payable to the Subordinated Noteholders in accordance with the Priorities of Payment) or, in circumstances where the Balance standing to the credit of the Collateral Enhancement Account is insufficient to fund such exercise, out of amounts which have been advanced by the Collateral Manager, by way of a Collateral Manager Advance. Collateral Manager Advances may also be made to the Issuer for general purposes. See ‘‘Description of the Portfolio -Management of the Portfolio – Collateral Enhancement Obligations’’. Failure of the Issuer for any reason to repay any Collateral Manager Advance shall not constitute an Event of Default in respect of the Notes. Subject to the terms of the Collateral Management Agreement, the Collateral Managers shall make investment decisions and purchase on behalf of the Issuer the Collateral Debt Obligations (including all Additional Collateral Debt Obligations and Substitute Collateral Debt Obligations) respectively managed by them. The Collateral Managers shall, as an ancillary function, monitor the performance and credit quality of the Collateral Debt Obligations managed respectively by them on an ongoing basis. In discharging 15
their respective functions under the Collateral Management Agreement each of the Collateral Managers shall ensure that the portion of the Portfolio for which it is responsible is managed in compliance with the terms of the Collateral Management Agreement and the Conditions of the Notes. Natexis Banques Populaires will procure that Natexis Asset Management will comply with its obligations as a Collateral Manager 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 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). Sale of Collateral Debt Obligations: Subject to the terms of the Collateral Management Agreement, the following categories of Collateral Debt Obligations or Defaulted Equity Securities owned by the Issuer may be sold in the following circumstances: (a) at any time: (i) any Defaulted Obligation; (ii) any Defaulted Equity Security; (iii) any Credit Risk Obligation; and (iv) any Credit Improved Obligation; (b) at any time during the Reinvestment Period: any Collateral Debt Obligation which is not a Credit Improved Obligation, a Credit Risk Obligation or a Defaulted Obligation provided that all such sales (measured by reference to the aggregate Principal Balance of the Collateral Debt Obligations (excluding any Credit Improved Obligations, Credit Risk Obligations or Defaulted Obligations) sold in that year (each such year being a year from, but excluding, the Closing Date or, as the case may be an anniversary thereof, to, but excluding, the next succeeding anniversary thereof)(and excluding any sales pursuant to paragraph (a) above)) do not exceed 20 per cent. of the CDO Principal Balance as at the most recent to have occurred of the Closing Date and each anniversary thereof. subject in each case to certain restrictions described under ‘‘Description of the Portfolio – Management of the Portfolio – Overview’’ below. Treatment of Sale Proceeds and Principal Proceeds: The proceeds of sale of Collateral Debt Obligations in the circumstances provided above, together with any other Principal Proceeds received, will be applied by the Collateral Administrator, acting on behalf of the Issuer: 16
Page 1 and 2: Prospectus dated 26 July 2006 VALLA
Page 3 and 4: information is in accordance with t
Page 5 and 6: AVAILABLE INFORMATION To permit com
Page 7 and 8: Page 4. Final Effective Date ......
Page 9 and 10: The Collateral Administrator: Branc
Page 11 and 12: Class VI Structured Combination Not
Page 13 and 14: Use of Proceeds: Priorities of Paym
Page 15 and 16: Collateral Quality Tests Overcollat
Page 17 and 18: Principal Repayments: Reinvestment
Page 19 and 20: Redemption upon an Effective Date R
Page 21: Purchase of Collateral Debt Obligat
Page 25 and 26: Treatment of Interest Proceeds: Acc
Page 27 and 28: Authorised Denominations: Form, Reg
Page 29 and 30: The Depositary: Additional Issuance
Page 31 and 32: Component. In addition, Class VI St
Page 33 and 34: the obligor group. Second Lien Loan
Page 35 and 36: eferred to herein as ‘‘Particip
Page 37 and 38: Collateral Debt Obligation is enter
Page 39 and 40: Collateral Manager. The need to sat
Page 41 and 42: subject the Notes to an additional
Page 43 and 44: that Collateral Debt Obligations is
Page 45 and 46: 3.4 Subordination of Structured Com
Page 47 and 48: 3.9 Mandatory Redemption of the Not
Page 49 and 50: compensate for such withholding tax
Page 51 and 52: Condition 14(b) (Modification and W
Page 53 and 54: investment decisions for the Issuer
Page 55 and 56: In relation to the disposal of asse
Page 57 and 58: Investment Tax Act (the ‘‘Inves
Page 59 and 60: another member state, except that A
Page 61 and 62: payments, distributions, votes or c
Page 63 and 64: in each case, including any value a
Page 65 and 66: ‘‘Class IV Interest Coverage Ra
Page 67 and 68: ‘‘Credit Improved Obligation’
Page 69 and 70: Balance of all Collateral Debt Obli
Page 71 and 72: ‘‘Effective Date Requirements
Page 73 and 74:
next following Payment Date, an amo
Page 75 and 76:
‘‘Interest Determination Date
Page 77 and 78:
(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 and 130:
(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 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 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
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
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
Page 263 and 264:
GENERAL INFORMATION 1. Clearing Sys
Page 265 and 266:
11. Expenses The total expenses rel
Page 267 and 268:
CDO Liabilities....................
Page 269 and 270:
Currency Swap Counterparty.........
Page 271 and 272:
Initial Ratings ...................
Page 273 and 274:
OAT Strips Pledge Agreement .......
Page 275 and 276:
Registered Notes ..................
Page 277 and 278:
Synthetic Counterparty Default ....
Page 279:
imprima de bussy — C94339
show all

VALLAURIS II CLO PLC - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?