VALLAURIS II CLO PLC - Irish Stock Exchange

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The Depositary or its nominee will be the sole legal Noteholder under the Trust Deed while the Notes are represented by the Global Notes. Accordingly, each person owning a CDI must rely on the relevant procedures of the Depositary, Euroclear and/or Clearstream, Luxembourg and, if such person is not a participant in such entities, on the procedures of the participant through which such person owns its interest, to exercise any rights of a Noteholder under the Trust Deed. Payments of any amounts owing in respect of the Global Notes will be made by the Issuer, in euro, to the Depositary. The Depositary will, in turn, arrange for payments of such amounts to be made to the common depositary for Euroclear or Clearstream, Luxembourg, or its nominee, which will distribute such payments to Participants who hold interests in the CDIs in accordance with their procedures. Under the terms of the Trust Deed, the Issuer and the Trustee will treat the registered holder of the CDIs (being the common depositary for Euroclear or Clearstream, Luxembourg (or its nominee)) as the owner thereof for the purposes of receiving payments and for all other purposes. Consequently, none of the Issuer, the Trustee or any agent of the Issuer or the Trustee has or will have any responsibility or liability for: (a) any aspect of the records of Euroclear or Clearstream, Luxembourg or any Participant or Indirect Participant relating to or payments made on account of an ownership interest in a CDI (a ‘‘Book-Entry Interest’’) or for maintaining, supervising or reviewing any of the records of Euroclear or Clearstream, Luxembourg or any Participant or Indirect Participant relating to or payments made on account of a Book-Entry Interest; or (b) Euroclear or Clearstream, Luxembourg or any Participant or Indirect Participant. Payments by Participants to owners of Book-Entry Interests in the CDIs held through these Participants are the responsibility of such Participants, as is now the case with securities held for the accounts of customers registered in ‘‘street name’’. Although Euroclear and Clearstream, Luxembourg have agreed to certain procedures to facilitate transfers of CDIs among participants and account holders of Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Trustee or any of their respective agents will have any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants or account holders of their respective obligations under the rules and procedures governing their operations. 13. Not a bank deposit Any investment in the Notes does not have the status of a bank deposit in Ireland and is not within the scope of the deposit protection scheme operated by the Irish Financial Services Regulatory Authority. The Issuer is not regulated by the Irish Financial Services Regulatory Authority by virtue of the issue of the Notes. 14. Proposed changes to the Basel Capital Accord (‘‘Basel II’’) In June 1999, the Basel Committee on Banking Supervision (the ‘‘Basel Committee’’) issued proposals for reform of the 1988 Capital Accord and proposed a new capital adequacy framework which places enhanced emphasis on market discipline. Following an extensive consultation period on its proposals, the Basel Committee announced on May 11, 2004 that it had achieved consensus on the framework of the ‘‘New Basel Capital Accord’’. The text of the New Basel Capital Accord was published on June 26, 2004. This text will serve as the basis for national and supra-national rulemaking and approval processes to continue and for banking organizations to complete their preparation for the implementation of the New Basel Capital Accord at the year-end 2006. Consequently, recipients of this prospectus should consult their own advisers as to the consequences to and effect on them of the potential application of the New Basel Capital Accord proposals. 15. European Union Savings Directive The EU has adopted a Directive (2003/48/EC) regarding the taxation of savings income. Since July 1, 2005 member states have been required to provide to the tax authorities of other member states details of payments of interest and other similar income paid by a person to an individual in 51
another member state, except that Austria, Belgium and Luxembourg instead impose a withholding system for a transitional period (unless during such period they elect otherwise). A number of non- European Union countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date. 52
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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
Page 7 and 8: Page 4. Final Effective Date ......
Page 9 and 10: The Collateral Administrator: Branc
Page 11 and 12: Class VI Structured Combination Not
Page 13 and 14: Use of Proceeds: Priorities of Paym
Page 15 and 16: Collateral Quality Tests Overcollat
Page 17 and 18: Principal Repayments: Reinvestment
Page 19 and 20: Redemption upon an Effective Date R
Page 21 and 22: Purchase of Collateral Debt Obligat
Page 23 and 24: their respective functions under th
Page 25 and 26: Treatment of Interest Proceeds: Acc
Page 27 and 28: Authorised Denominations: Form, Reg
Page 29 and 30: The Depositary: Additional Issuance
Page 31 and 32: Component. In addition, Class VI St
Page 33 and 34: the obligor group. Second Lien Loan
Page 35 and 36: eferred to herein as ‘‘Particip
Page 37 and 38: Collateral Debt Obligation is enter
Page 39 and 40: Collateral Manager. The need to sat
Page 41 and 42: subject the Notes to an additional
Page 43 and 44: that Collateral Debt Obligations is
Page 45 and 46: 3.4 Subordination of Structured Com
Page 47 and 48: 3.9 Mandatory Redemption of the Not
Page 49 and 50: compensate for such withholding tax
Page 51 and 52: Condition 14(b) (Modification and W
Page 53 and 54: investment decisions for the Issuer
Page 55 and 56: In relation to the disposal of asse
Page 57: Investment Tax Act (the ‘‘Inves
Page 61 and 62: payments, distributions, votes or c
Page 63 and 64: in each case, including any value a
Page 65 and 66: ‘‘Class IV Interest Coverage Ra
Page 67 and 68: ‘‘Credit Improved Obligation’
Page 69 and 70: Balance of all Collateral Debt Obli
Page 71 and 72: ‘‘Effective Date Requirements
Page 73 and 74: next following Payment Date, an amo
Page 75 and 76: ‘‘Interest Determination Date
Page 77 and 78: (a) a secured mezzanine loan or oth
Page 79 and 80: such obligation to purchase or othe
Page 81 and 82: (e) the Principal Balance of any Co
Page 83 and 84: (b) any Subordinated Note to be red
Page 85 and 86: (d) the retention of such Retained
Page 87 and 88: ‘‘Securities Act’’ means th
Page 89 and 90: (a) such Synthetic Security will no
Page 91 and 92: 2. Form and Denomination, Title, Tr
Page 93 and 94: more bids from one or more brokers
Page 95 and 96: (2) any Interest Rate Hedge Termina
Page 97 and 98: (X) (Y) (Z) at the option of the Co
Page 99 and 100: III Mezzanine Notes, in whole or in
Page 101 and 102: Failure to Appoint a Replacement Co
Page 103 and 104: Obligation (save in the case of (i)
Page 105 and 106: the avoidance of doubt, any schedul
Page 107 and 108: (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
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(C) at its own cost, (i) in the cas
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Upon the occurrence of any Event of
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For purposes of calculating the Div
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Aggregate Industry Equivalent Unit
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(3) shall be two subcategories abov
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(i) (ii) (iii) if such Collateral D
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Moody’s Recovery Rate Table Oblig
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Reinvestment Period, with the appli
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11.10 S&P CDO Evaluator Test The
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DESCRIPTION OF THE COLLATERAL MANAG
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Collateral Management Agreement (Ap
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DESCRIPTION OF THE COLLATERAL ADMIN
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DESCRIPTION OF THE REPORTS 1. Month
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(P) (Q) which consist of Participat
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Class I Senior Notes, Class II Seni
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In certain circumstances, Irish tax
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amount of interest paid, but also o
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General The following summary descr
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‘‘grossed up’’ for any mate
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maturity of such Notes will be the
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extent thereof), with payments attr
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PREFERRED EQUITY CERTIFICATES AND T
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or more (measured by vote or value)
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values at the time of purchase. A s
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associated territories. These apply
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The Class IV Mezzanine Notes, the S
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Any Plan fiduciary that proposes to
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For the avoidance of doubt, all ref
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(h) (i) (j) (k) (l) (m) any company
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means of sufficient information on
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(c) (d) (e) restrictions described
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(g) representations and warranties.
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PLAN AS DEFINED IN SECTION 3(3) OF
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THE TERMS OF THE TRUST DEED. EACH T
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GENERAL INFORMATION 1. Clearing Sys
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11. Expenses The total expenses rel
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CDO Liabilities....................
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Currency Swap Counterparty.........
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Initial Ratings ...................
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OAT Strips Pledge Agreement .......
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Registered Notes ..................
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Synthetic Counterparty Default ....
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imprima de bussy — C94339
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VALLAURIS II CLO PLC - Irish Stock Exchange

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