VALLAURIS II CLO PLC - Irish Stock Exchange

(h)
(i)
(j)
(k)
(l)
(m)
any company or legal entity that has been specifically established for the purpose of
engaging (and that has engaged) in transactions resulting in the acquisition of assets
(within the meaning of Article 2:364 Dutch Civil Code) that serve as security for
negotiable instruments that are offered or about to be offered (including without limitation
companies or entities engaged in securitisation transactions involving RMBS, CMBS,
CDO’s, Credit Default Swaps, CLN’s and Covered Bonds);
where relevant and applicable, the subsidiaries of any of the entities mentioned under (a)
through (h) above, provided such subsidiaries are subject to prudential supervision (either
directly or indirectly through consolidated supervision at the level of their parent
company);
any enterprise or entity with total assets of at least EUR 500,000,000 (or the equivalent
thereof in another currency) according to its balance sheet at the end of the financial year
preceding the date it provides repayable funds within the meaning of the Dutch Act on the
Supervision of Credit Institutions (Wet toezicht kredietwezen 1992; the ‘‘WTK’’);
any enterprise, entity or natural person with a net equity (eigen vermogen) of at least EUR
10,000,000 (or the equivalent thereof in another currency) according to its balance sheet at
the end of the financial year preceding the date it provides repayable funds within the
meaning of the WTK and who or which has been active in the financial markets on
average twice a month over a period of at least two consecutive years preceding such date;
any entity that has a credit rating from an approved rating agency or that has issued
securities having such a rating; and
such other entities designated by the competent Netherlands authorities after the date
hereof by any amendment of the applicable regulations.
United States
The Notes have not been and will not be registered under the Securities Act. The Notes (and
any beneficial interest or participation therein) may not be offered, sold, delivered, pledged or
otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons or
to U.S. residents (as determined for purposes of the Investment Company Act)(‘‘U.S. Residents’’)
except to qualified institutional buyers (‘‘QIBs’’) as defined in Rule 144A in reliance on Rule 144A
under the Securities Act who are also Qualified Purchasers (‘‘Qualified Purchasers’’) for the purposes
of Section 3(c)(7) of the Investment Company Act. Each purchaser of a Note agrees to be bound by
the foregoing restriction on transfers and to make certain representations and undertakings in respect
thereof upon purchasing the Notes (or any beneficial interest or participation therein). Terms used in
this paragraph have the meanings given to them by Regulation S under the Securities Act.
The Lead Manager and the Joint Lead Managers may offer and sell the Notes only (a) in the
United States or to U.S. Persons to persons who are QIBs in reliance on Rule 144A under the
Securities Act who are also Qualified Purchasers for the purposes of Section 3(c)(7) of the Investment
Company Act and (b) outside the United States to non-U.S. Persons in reliance on Regulation S. In
addition, ERISA Plans and other Plans are not permitted to acquire or hold any Class IV Mezzanine
Notes, Subordinated Notes, or Structured Combination Notes.
Each of the Lead Manager and the Joint Lead Managers has agreed that, except as permitted
by the Subscription Agreement, it will not offer, sell or deliver the Notes, as part of their distribution
at any time within the United States or to, or for the account or benefit of, U.S. persons or U.S.
residents other than to persons who are QIBs that are also Qualified Purchasers and that it will send
to each distributor, dealer or other person receiving a selling commission, fee or other remuneration
to which it sells Notes a confirmation or other notice setting forth the restrictions on offers, sales and
deliveries of the Notes within the United States or to, or for the account or benefit of, U.S. persons.
The Notes sold in reliance on Rule 144A will be issued in minimum denominations of A250,000
and integral multiples of A10,000 in excess thereof. Any offer or sale of Rule 144A Notes in reliance
on Rule 144A will be made by broker-dealers who are registered as such under the Exchange Act.
After the Notes are released for sale, the offering price and other selling terms may from time to time
be varied by the Lead Manager or the Joint Lead Managers.
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