VALLAURIS II CLO PLC - Irish Stock Exchange

Acts of Structured Combination
Noteholders:
Euroclear and Clearstream, Luxembourg and their respective
participants. Each of Euroclear and Clearstream, Luxembourg
will record the beneficial interests in the CDIs representing the
Regulation S Global Notes and the Rule 144A Global Notes, as the
case may be (‘‘Book-Entry Interests’’). Book-Entry Interests in such
CDIs will be shown on, and transfers thereof will be effected only
through, records maintained in book-entry form by Euroclear and/
or Clearstream, Luxembourg, and their respective participants. See
‘‘Book-Entry Clearance Procedures and Certain Relevant
Provisions of the Depositary Agreement’’.
Except in the limited circumstances described under ‘‘Form of the
Notes – 2. Exchange for Definitive Certificates’’, Notes in definitive
fully registered form (each, a ‘‘Definitive Certificate’’) will not be
issued in exchange for beneficial interests in the Global Notes.
Transfers of interests in the Global Notes are subject to certain
restrictions and must be made in accordance with the procedures
set forth in the Trust Deed. See ‘‘Form of the Notes’’, ‘‘Book-Entry
Clearance Procedures and Certain Relevant Provisions of the
Depositary Agreement’’ and ‘‘Transfer Restrictions’’.
Each purchaser of Notes, in making its purchase will be required to
make, or will be deemed to have made, certain acknowledgements,
representations and agreements. See ‘‘Subscription and Sale’’ and
‘‘Transfer Restrictions’’. The Issuer, the Trustee, each Transfer
Agent and the Registrar will not recognise a transfer of Rule 144A
Notes in breach of certain of such representations and agreements
and such transfer will not operate to transfer any rights to the
transferee. See ‘‘Subscription and Sale’’ and ‘‘Transfer
Restrictions’’.
The Subordinated Components of the Structured Combination
Notes will be treated as Subordinated Notes represented by such
Components for the purposes of requests, demands, authorisations,
directions, notices, consents, waivers or other actions. The holders
of the Structured Combination Notes shall be entitled to vote the
Subordinated Components of such Notes, and the Structured
Combination Noteholders will not otherwise be entitled to vote.
Governing Law:
The Notes and the Trust Deed will be governed by, and construed
in accordance with, English law.
Listing and Trading: Application has been made to the Irish Financial Services
Regulatory Authority, as competent authority under Directive
2003/71/EC, for the Prospectus to be approved. Application has
been made to the Irish Stock Exchange for the Notes to be admitted
to the Official List and to trading on its regulated market. See
‘‘General Information’’.
Tax Status:
See ‘‘Tax Considerations’’.
ERISA Considerations:
Except as described, and subject to the restrictions set forth, in
‘‘Certain ERISA Considerations’’, the Rated Notes (other than the
Class IV Mezzanine Notes) may be sold and transferred to benefit
plan investors, including ERISA Plans, (as such terms are defined
in ‘‘Certain ERISA Considerations’’) and the Class IV Mezzanine
Notes, the Subordinated Notes and Structured Combination Notes
may be sold and transferred to benefit plan investors, other than
ERISA Plans. See ‘‘Certain ERISA Considerations’’.
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