VALLAURIS II CLO PLC - Irish Stock Exchange

OR STRUCTURED COMBINATION NOTE OR INTEREST THEREIN, THAT (1) IT IS NOT
AN ERISA PLAN; AND IF AFTER ITS INITIAL ACQUISITION OF A CLASS IV
MEZZANINE NOTE, A SUBORDINATED NOTE OR A STRUCTURED COMBINATION
NOTE OR ANY INTEREST THEREIN, THE INVESTOR DETERMINES, OR IT IS
DETERMINED BY ANOTHER PARTY, THAT SUCH INVESTOR IS AN ERISA PLAN, THE
INVESTOR WILL DISPOSE OF ALL OF ITS CLASS IV MEZZANINE NOTES,
SUBORDINATED NOTES OR STRUCTURED COMBINATION NOTES IN A MANNER
CONSISTENT WITH THE RESTRICTIONS SET FORTH IN THE TRUST DEED, AND (2) IF
IT IS A BENEFIT PLAN INVESTOR OTHER THAN AN ERISA PLAN, ITS PURCHASE,
HOLDING AND DISPOSITION OF THE CLASS IV MEZZANINE NOTES, SUBORDINATED
NOTES OR STRUCTURED COMBINATION NOTES WILL NOT CAUSE A NON-EXEMPT
VIOLATION OF ANY U.S. FEDERAL, STATE OR LOCAL LAW OR ANY NON-U.S. LAW
WHICH IS SUBSTANTIALLY SIMILAR TO ERISA OR SECTION 4975 OF THE CODE AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED HEREIN AND (3) IT WILL NOT
SELL OR OTHERWISE TRANSFER ANY SUCH CLASS IV MEZZANINE NOTE,
SUBORDINATED NOTE OR STRUCTURED COMBINATION NOTE OR ANY INTEREST
THEREIN TO ANY PERSON WHO IS UNABLE TO SATISFY THE SAME FOREGOING
REPRESENTATIONS AND WARRANTIES.
Based on the credit quality and the absence of rights to payment in excess of principal and
stated interest, the Issuer believes that the Rated Notes (other than the Class IV Mezzanine Notes)
should not be considered ‘‘equity interests’’ for purposes of the Plan Assets Regulation. Nevertheless,
prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code
may arise if the Notes are acquired by a Plan with respect to which the Issuer or any of the Joint-
Lead Managers or any of their respective Affiliates, is a party in interest or a disqualified person.
Similarly, prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the
Code may arise if a person or entity which is a party in interest or disqualified person with respect to
a Plan acquires or holds 50 per cent. or more of the aggregate equity interest in the Issuer. Certain
exemptions from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Code may apply depending in part on the type of Plan fiduciary making the decision to acquire a
Rated Note (other than a Class IV Mezzanine Note) and the circumstances under which such
decision is made. Included among these exemptions are PTCE 91-38 (relating to investments by bank
collective investment funds), PTCE 84-14 (relating to transactions effected by a ‘‘qualified professional
asset manager’’), PTCE 90-1 (relating to investments by insurance company pooled separate accounts)
and PTCE 96-23 (relating to transactions determined by an in-house asset manager). There can be no
assurance that any of these class exemptions or any other exemption will be available with respect to
any particular transaction involving the Rated Notes. The purchase and holding of the Rated Notes
could also result in a violation of U.S. federal, state, local or non U.S. law which is substantially
similar to Section 406 of ERISA or Section 4975 of the Code.
BY ITS PURCHASE OR HOLDING OF ANY RATED NOTES (OTHER THAN THE
CLASS IV MEZZANINE NOTES), OR ANY INTEREST THEREIN, THE PURCHASER AND/
OR HOLDER THEREOF AND EACH TRANSFEREE WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED EITHER THAT (A) IT IS NOT AND WILL
NOT BE AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF ERISA AND
SUBJECT TO ERISA, OR A PLAN AS DEFINED IN SECTION 4975(e)(1) OF THE CODE AND
SUBJECT TO SECTION 4975 OF THE CODE, OR A GOVERNMENTAL, CHURCH, NON-U.S.
OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S.
LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE, OR AN ENTITY WHOSE ASSETS ARE TREATED
AS ASSETS OF ANY SUCH PLAN OR (B) ITS PURCHASE, HOLDING AND DISPOSITION
OF A RATED NOTE (OTHER THAN THE CLASS IV MEZZANINE NOTE), OR ANY
INTEREST THEREIN, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE AND WILL NOT CAUSE A NON-EXEMPT VIOLATION OF ANY U.S. FEDERAL,
STATE, LOCAL OR NON-U.S. LAW WHICH IS SUBSTANTIALLY SIMILAR TO SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE.
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