VALLAURIS II CLO PLC - Irish Stock Exchange

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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. 239
Any Plan fiduciary that proposes to cause a Plan to purchase any Notes should consult with its counsel to confirm that such investment will not constitute or result in a prohibited transaction or any other violation of an applicable requirement of ERISA or the Code or any substantially similar law. The sale of any Notes to a Plan is in no respect a representation by the Issuer, the Lead Manager, the Joint Lead Managers or the Portfolio Manager that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan. 240
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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
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DESCRIPTION OF THE COLLATERAL MANAG
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A three-dimensional organization -
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Contribution to revenues (consolida
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Directors’ work is prepared and o
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Jean-Luc Simon - CDO Director Jean-
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on behalf of, the Issuer of Synthet
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the Interest Account and/or to the
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to a non-default rate or an improve
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connection with any such sale or re
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in Sections 7.3 (Sale of Credit Imp
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7.6 Unscheduled Principal Proceeds
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(b) in the case of proceeds resulti
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Obligation. For the avoidance of do
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Institution, having a credit rating
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the Defaulted Obligation at the fai
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(a) where the Issuer, following con
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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
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Page 225 and 226: In certain circumstances, Irish tax
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Page 229 and 230: General The following summary descr
Page 231 and 232: ‘‘grossed up’’ for any mate
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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: The Class IV Mezzanine Notes, the S
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
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VALLAURIS II CLO PLC - Irish Stock Exchange

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