VALLAURIS II CLO PLC - Irish Stock Exchange

(a) a secured mezzanine loan or other debt obligation, as determined by the Collateral
Manager (excluding any loans to or issues by a start-up company or an obligor with no
trading history, unless (i) such loans or securities are fully guaranteed by an Affiliate which
has an established trading history or Rating Agency Confirmation is received; or (ii) such
loans relate to the financing of a new company that has been specially created to buy a
company or the business of a company with an established trading history; or (iii) such
issue is a Participation therein; and/or
(b) a Synthetic Security, the Reference Obligation applicable to which is a mezzanine loan or
other debt obligation of the type described in (a) above or a Participation therein; and/or
(c) a Currency Swap Obligation, the Non-Euro Obligation of which is, other than in relation
to its currency of denomination, a Mezzanine Obligation of the type described in
paragraph (a) above.
‘‘Mezzanine Par Value Tests’’ means the Class III Par Value Test and the Class IV Par Value
Test.
‘‘Minimum Denomination’’ means (a) in respect of Regulation S Notes of each Class (including
the Structured Combination Notes), A50,000 and (b) in respect of Rule 144A Notes of each Class
(including the Structured Combination Notes), A250,000.
‘‘Monthly Report’’ means the monthly report defined as such in the Collateral Management
Agreement which is prepared by the Collateral Administrator on behalf of the Issuer and made
available to the Issuer, the Trustee, the Collateral Manager and the Rating Agencies and, upon
request therefor in accordance with Condition 4(f) (Information Regarding the Portfolio), to any
Noteholder, which shall include information regarding the status of the Collateral Debt Obligations
pursuant to the Collateral Management Agreement.
‘‘Moody’s’’ means Moody’s Investors Service, Inc. and any successor or successors thereto.
‘‘Natexis Zero Coupon Collateral’’ means the security granted by the Issuer to the Trustee
pursuant to the Trust Deed and the Natexis Zero Coupon Notes Pledge Agreement.
‘‘Natexis Zero Coupon Notes’’ means, the senior unsecured zero coupon notes issued by Natexis
Banques Populaires pursuant to its Euro Medium Term Notes and other Debt Instruments
Programme.
‘‘Natexis Zero Coupon Notes Custody Account’’ means the custody account or accounts
(including any cash account relating to any securities account) established on the books of the
Custodian in accordance with the provisions of the Agency Agreement and to which the Natexis Zero
Coupon Notes forming the Natexis Zero Coupon Portion will be credited.
‘‘Natexis Zero Coupon Notes Pledge Agreement’’ means the Belgian law pledge agreement
entered into between the Issuer and the Trustee on the Closing Date in respect of the Natexis Zero
Coupon Notes Portion;
‘‘Natexis Zero Coupon Notes Portion’’ means Natexis Zero Coupon Notes with a maturity date
of 26 September 2018, ISIN FR0010359760 and a nominal principal amount of A3,500,000 purchased
by the Issuer for A2,080,000 and held by the Custodian subject to the security created by the Natexis
Zero Coupon Notes Pledge Agreement.
‘‘Natexis Zero Coupon Security Component’’ means, in respect of the Class VI Structured
Combination Notes, a Component thereof that represents an interest in the Natexis Zero Coupon
Notes Portion.
‘‘Non-Call Period’’ means the period from the Closing Date to but excluding 26 July 2010 (or, if
such date is not a Business Day, the next following Business Day).
‘‘Non-Euro Obligation’’ means a Senior Secured Loan, Second Lien Loan or Mezzanine
Obligation denominated in United States dollars, Canadian dollars, Australian dollars, pounds sterling
or any lawful currency (other than the Euro) of a Qualifying Country that, as of its date of purchase,
satisfies each of the Eligibility Criteria (save for that relating to its currency of denomination).
‘‘Non-Permitted Holder’’ has the meaning given thereto in Condition 2(i) (Forced Transfer of
Rule 144A Notes).
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