VALLAURIS II CLO PLC - Irish Stock Exchange

PLAN AS DEFINED IN SECTION 3(3) OF ERISA WHICH IS SUBJECT TO ERISA,
(ii) NOT A PLAN AS DEFINED IN SECTION 4975(e)(1) OF THE CODE WHICH IS
SUBJECT TO 4975 OF THE CODE AND (iii) NOT AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE ‘‘PLAN ASSETS’’ BY REASON OF SUCH
PLAN’S INVESTMENT IN THE ENTITY (COLLECTIVELY, 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’’ AS DEFINED IN THE
U. S. DEPARTMENT OF LABOR REGULATIONS SET FORTH AT 29 C.F.R.
SECTION 2510.3-101 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, SUCH SUBORDINATED NOTE OR STRUCTURED
COMBINATION NOTE OR ANY INTEREST THEREIN TO ANY PERSON WHO IS
UNABLE TO SATISFY THE SAME FOREGOING REPRESENTATIONS AND
WARRANTIES. ANY ACQUISITION OR TRANSFER OF A CLASS IV
MEZZANINE NOTE, A SUBORDINATED NOTE OR A STRUCTURED
COMBINATION NOTE IN VIOLATION OF THE ABOVE RESTRICTIONS SHALL
BE VOID AB INITIO.
(h)
(i)
(j)
(k)
The purchaser will not, at any time, offer to buy or offer to sell the Notes by any form of
general solicitation or advertising, including, but not limited to, any advertisement, article,
notice or other communication published in any newspaper, magazine or similar medium
or broadcast over television or radio or seminar or meeting whose attendees have been
invited by general solicitations or advertising.
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
In the case of the purchasers of Subordinated Notes, the purchaser agrees to treat the
Subordinated Notes as equity of the Issuer for U.S. federal income tax purposes.
In the case of the purchasers of Structured Combination Notes, the purchaser agrees to
treat each Component of the Structured Combination Notes as a separate Note for U.S.
federal income tax purposes and to treat the Component representing the Subordinated
Notes as equity of the Issuer for U.S. federal income tax purposes.
Regulation S Notes
Each purchaser of Regulation S Notes will be deemed to have made the representations set
forth in clauses (d) and (f) above and to have further represented and agreed as follows:
(a) It is located outside the United States and is not a U.S. Person (as defined in
Regulation S).
(b) It understands that the Notes have not been and will not be registered under the Securities
Act and that the Issuer has not registered and will not register under the Investment
Company Act. It agrees, for the benefit of the Issuer, the Lead Manager, the Joint Lead
Managers and any of their Affiliates, that, if it decides to resell, pledge or otherwise
transfer such Notes (or any beneficial interest or participation therein) purchased by it, any
offer, sale or transfer of such Notes (or any beneficial interest or participation therein) will
be made in compliance with the Securities Act and only (i) to a person (A) it reasonably
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