VALLAURIS II CLO PLC - Irish Stock Exchange

Condition 14(b) (Modification and Waiver) and ‘‘Description of the Collateral Management Agreement
– Termination of the Collateral Manager – Removal without Cause’’. This effectively means that any
Class I Senior Noteholder holding or controlling the voting rights to more than 50 per cent. of the
Class I Senior Notes will be able to control each such proposed resolution, amendment, waiver,
consent and direction regardless of whether any (or all) of the other Class I Senior Noteholders
disagree with such proposed resolution, amendment, waiver, consent and direction.
Certain entrenched rights relating to the Conditions of the Notes including the currency thereof,
Payment Dates applicable thereto, the Priorities of Payment, the provisions relating to quorums and
the percentages of votes required for the passing of an Extraordinary Resolution, cannot be amended
or waived by Ordinary Resolution but require an Extraordinary Resolution. It should however be
noted that amendments may still be effected and waivers may still be granted in respect of such
provisions in circumstances where Noteholders do not agree with the terms thereof and any
amendments or waivers once passed in accordance with the provisions of the Terms and Conditions
of the Notes and the provisions of the Trust Deed will be binding on all such dissenting Noteholders.
In addition the Trustee may agree, without the consent of the Noteholders, to changes to the
Conditions which in its opinion are of a formal, minor or technical nature or are to correct a
manifest error or to cure any ambiguity, or to changes which, in its opinion, are not materially
prejudicial to the interests of the Noteholders of any Class, and to certain other changes. See
Condition 14(b) (Modification and Waiver).
3.18 Enforcement Rights Following an Event of Default
Following the occurrence of an Event of Default (other than an Event of Default pursuant to
Condition 10(a)(i) (Non-payment of interest) where the Issuer has not failed to pay interest on the
Class I Senior Notes and other than an Event of Default pursuant to Condition 10(a)(ii) (Nonpayment
of principal)) the Trustee may, at its discretion, and shall, if any such Event of Default
occurs and if so directed by the Controlling Class acting by Extraordinary Resolution) or (x) in
relation to the OAT Strips Pledge Agreement where it is directed by the holders of the Class V
Structured Combination Notes, and (y) in relation to the Natexis Zero Coupon Notes Pledge
Agreement, where it is directed by the holders of the Class VI Structured Combination Notes, give
notice to the Issuer that the Notes are to be immediately due and payable, following which the
security over the Collateral shall become enforceable and shall be enforced by the Trustee by the
Controlling Class acting by Extraordinary Resolution, and in respect of the security created under the
OAT Strips Pledge Agreement and the Natexis Zero Coupon Notes Pledge Agreement by the holders
of relevant Class of Structured Combination Notes acting by Extraordinary Resolution) provided that
it shall have been indemnified to its satisfaction against all liabilities, proceedings, claims and
demands which may be incurred by it in connection therewith.
Such request or direction of the Controlling Class and/or the holders of the Structured
Combination Notes could result in enforcement of such security in circumstances where the proceeds
of liquidation thereof would not be sufficient to ensure payment in full of all amounts due and
payable in respect of the Rated Notes in accordance with the Priorities of Payment and/or at a time
when enforcement thereof may be adverse to the interests to certain Classes of Notes and, in
particular, the Subordinated Notes.
4. Certain Conflicts of Interest
Various potential and actual conflicts of interest may arise from the multiple roles of Natexis
Banques Populaires and from other activities of Natexis Banques Populaires. The following briefly
summarises some of these conflicts, but is not intended to be an exhaustive list of all such conflicts.
Natexis Banques Populaires is acting as a Joint Lead Manager and a Collateral Manager (except
in respect of Financial Instruments) and is expected to hold 20 per cent. (A6,440,000) of Subordinated
Notes; Natexis Asset Management, a Collateral Manager (in respect of Financial Instruments only), is
an Affiliate of Natexis Banques Populaires. Because of these and other relationships, potential
conflicts of interest may arise.
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