VALLAURIS II CLO PLC - Irish Stock Exchange

More documents

Recommendations

Info

‘‘Subordinated Collateral Management Fee’’ means the fee payable to the Collateral Manager on each Payment Date pursuant to the Collateral Management Agreement, equal to 0.375 per cent. per annum aggregate of the Principal Balances of all the Collateral Debt Obligations and the Balances standing to the credit of the Principal Account, the Additional Collateral Account and the Euro Equivalent of principal amounts standing to the credit of the Currency Accounts, in each case, at the beginning of the Due Period preceding such Payment Date, excluding any value added tax due and payable thereon. ‘‘Subordinated Note Interest’’ has the meaning given to it in Condition 6 (Interest). ‘‘Subordinated Note Hurdle Return Amount’’ means, in respect of any Payment Date, an amount, calculated on a semi-annual basis, which in addition to any prior distributions on the Subordinated Notes gives an internal rate of return of 12 per cent. per annum on the aggregate principal amount outstanding of the Subordinated Notes for the period from the Closing Date to the applicable Determination Date. ‘‘Subordinated Noteholders’’ means the holders of the Subordinated Notes from time to time. ‘‘Substitute Collateral Debt Obligation’’ means a Collateral Debt Obligation purchased in substitution for a previously held Collateral Debt Obligation or purchased out of Principal Proceeds, in each case, pursuant to the terms of the Collateral Management Agreement. ‘‘Synthetic Collateral’’ means any collateral required to be delivered by the Issuer as security for its obligations to any Synthetic Counterparty under any Synthetic Security pursuant to the terms thereof provided that Synthetic Collateral will always consist of Eligible Investments unless Rating Agency Confirmation is received in respect thereto. References to the price payable upon the acquisition of or entry into of a Synthetic Security acquired or entered into by the Issuer on an unfunded basis shall be deemed to be the aggregate principal amount of Synthetic Collateral required to be delivered by the Issuer to the applicable Synthetic Counterparty. ‘‘Synthetic Collateral Account’’ means the account in the name of the Issuer held with the Custodian into which all Synthetic Collateral is to be deposited. ‘‘Synthetic Counterparty’’ means any counterparty under a Synthetic Security or any guarantor of any such entity or, in the case of a Synthetic Security that represents an ownership interest in one or more assets held by the issuer of such Synthetic Security, any entity required to make payments on any such asset and which, in the case of a Synthetic Counterparty which has entered into a swap transaction, has the regulatory capacity to enter into derivatives transactions with Irish residents. ‘‘Synthetic Counterparty Default’’ means, in the case of any Synthetic Security, a default by the Synthetic Counterparty in the performance of any of its payment obligations under the Synthetic Security has occurred and is continuing and such default has continued for the lesser of two calendar days and any applicable grace period (subject to the Collateral Manager certifying that such nonpayment is minor or technical in nature and can be remedied within such period), until such time that such default is cured or waived. ‘‘Synthetic Security’’ means any Euro (or predecessor currency of those EU member states which have adopted the Euro as their currency) denominated swap transaction (including, without limitation, a credit default swap or total return swap), debt security, security issued by a trust or similar vehicle or other investment (excluding any equity investment) purchased or entered into by the Issuer (subject to Rating Agency Confirmation, save for where such Synthetic Security is a Form- Approved Synthetic Security) from or with a Synthetic Counterparty and that satisfies the Eligibility Criteria, save to the extent Rating Agency Confirmation is obtained in respect of any failure to satisfy the Eligibility Criteria (provided that such Synthetic Security may not include Margin Stock, any security the acquisition of which would cause the breach of applicable selling or transfer restrictions or of applicable Irish laws relating to the offering of securities or of collective investment schemes), the returns on which (as determined by the Collateral Manager) and that is linked to the credit of one or more Reference Obligations, but which may provide for a different maturity, payment dates, interest rate, credit exposure or other credit or non-credit related characteristics than such Reference Obligation(s), provided that: 81
(a) such Synthetic Security will not require the Issuer to make any payment to the Synthetic Counterparty after the initial purchase thereof by the Issuer other than the delivery or payment to the Synthetic Counterparty of any Synthetic Collateral pledged in accordance with the terms thereof and provided that any obligations of the Issuer thereunder are limited to such Synthetic Collateral; (b) where such Synthetic Security is unfunded, it contains limited recourse provisions in substantially the same form as those set out in Condition 4(c) (Limited Recourse); (c) all scheduled payments made pursuant to the terms of such Synthetic Security are at a fixed interest rate, or at a variable interest rate based on an interest rate used for borrowings or financings in domestic or international markets or are linked to the payments on one or more Reference Obligations (which payments are themselves at a fixed interest rate or a variable interest rate based on an interest rate used for borrowings or financings in domestic or international markets); and (d) such Synthetic Security will not constitute a commodity option, leverage transaction or futures contract that is subject to the jurisdiction of the U.S. Commodities Futures Trading Commission. The entry into of any Synthetic Security, other than a Form-Approved Synthetic Security, will be subject to the receipt of Rating Agency Confirmation. If such Rating Agency Confirmation is obtained, the Rating Agencies shall specify whether any Synthetic Security entered into or acquired shall be treated as a Senior Secured Loan, a Second Lien Loan or a Mezzanine Obligation. For the avoidance of doubt, a Currency Swap Obligation shall not constitute a Synthetic Security if such synthetic security provides for payments to the Issuer denominated in Euro. ‘‘Target Par Amount’’ means A300,000,000. ‘‘TARGET System’’ means the Trans-European Automated Real-Time Gross Settlement Express Transfer System (or, if such system ceases to be operative, such other system (if any) determined by the Trustee to be a suitable replacement). ‘‘Transaction Creditors’’ means each of the Secured Parties, the Corporate Administrator and any other Person to whom the Issuer owes any obligations from time to time. ‘‘Transaction Documents’’ means each of the Trust Deed, the Agency Agreement, the Depositary Agreement, the OAT Strips Pledge Agreement, the Natexis Zero Coupon Notes Pledge Agreement, the Euroclear Pledge Agreement, the Collateral Management Agreement, the Corporate Services Agreement, the Collateral Acquisition Documents, each Interest Rate Hedge Agreement, and each Currency Swap Agreement. ‘‘Triple C Asset’’ means any Collateral Debt Obligation with a Moody’s Rating (as defined in the Collateral Management Agreement) of B3 on negative credit watch for downgrade or equal to (or below) ‘‘Caa1’’ (excluding Caa1 on positive credit watch for upgrade) or an S&P Rating (as defined in the Collateral Management Agreement) equal to (or below) ‘‘CCC+’’ which is not a Defaulted Obligation. ‘‘Triple C Asset Adjusted Par Value’’ means the sum of (i) the aggregate principal amount outstanding of all Triple C Assets multiplied by the Triple C Asset Par Percentage and (ii) the aggregate principal amount outstanding of all Triple C Assets multiplied by the Triple C Asset Market Value Percentage multiplied by the Triple C Asset Aggregate Market Value. ‘‘Triple C Asset Adjusted Market Value’’ means, in respect of any Triple C Asset at any time, the lesser of (i) the Market Value of such Triple C Asset at such time, (ii)the amount equal to the product of (A) (1 + Moody’s Recovery Rate in respect of such Triple C Asset at such time) divided by 2, multiplied by (B) the principal amount of such Triple C Asset at such time and (iii) 70 per cent. of the principal amount of such Triple C Asset at such time. For the purposes of the foregoing, ‘‘Moody’s Recovery Rate’’ has the meaning given thereto in the Collateral Management Agreement. ‘‘Triple C Asset Aggregate Market Value’’ means the sum of the products of (x) the Principal Balance of Triple C Assets which as a percentage of the CDO Principal Balance is in excess of the Triple C Asset Percentage Limit and which have the lowest Triple C Asset Adjusted Market Value multiplied by (y)(i) the Triple C Asset Market Value of such Triple C Asset, divided by (ii) the 82
Page 1 and 2:
Prospectus dated 26 July 2006 VALLA
Page 3 and 4:
information is in accordance with t
Page 5 and 6:
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 and 58: Investment Tax Act (the ‘‘Inves
Page 59 and 60: another member state, except that A
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: ‘‘Securities Act’’ means th
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
Page 109 and 110: (b) (c) (d) at any time in repaymen
Page 111 and 112: (I) (J) (K) (L) The Retained Portio
Page 113 and 114: pursuant thereto provided that such
Page 115 and 116: amount being referred to herein as
Page 117 and 118: (b) (viii) pay its debts generally
Page 119 and 120: Notes in accordance with Condition
Page 121 and 122: nearest one hundred-thousandth of a
Page 123 and 124: the Class II Senior Notes the Class
Page 125 and 126: (A) (B) (C) in respect of each Coll
Page 127 and 128: immediately prior to the related Pa
Page 129 and 130: (C) (D) the Collateral Administrato
Page 131 and 132: (b) (c) on the Register at the clos
Page 133 and 134: (d) as a result of presentation for
Page 135 and 136: (d) (e) (i) (ii) If an Event of Def
Page 137 and 138: 12. Prescription (a) Note represent
Page 139 and 140:
necessary to facilitate the adminis
Page 141 and 142:
Except where expressly provided oth
Page 143 and 144:
Combination Notes, in the proportio
Page 145 and 146:
FORM OF THE NOTES References below
Page 147 and 148:
interests in the Exchanged Global N
Page 149 and 150:
BOOK-ENTRY CLEARANCE PROCEDURES AND
Page 151 and 152:
Book-Entry Interests owned through
Page 153 and 154:
A person acquiring a Book-Entry Int
Page 155 and 156:
RATINGS OF THE NOTES It is a condit
Page 157 and 158:
EXPECTED AVERAGE LIVES OF THE NOTES
Page 159 and 160:
Deutsche International Finance (Ire
Page 161 and 162:
DESCRIPTION OF THE COLLATERAL MANAG
Page 163 and 164:
A three-dimensional organization -
Page 165 and 166:
Contribution to revenues (consolida
Page 167 and 168:
Directors’ work is prepared and o
Page 169 and 170:
Jean-Luc Simon - CDO Director Jean-
Page 171 and 172:
on behalf of, the Issuer of Synthet
Page 173 and 174:
the Interest Account and/or to the
Page 175 and 176:
to a non-default rate or an improve
Page 177 and 178:
connection with any such sale or re
Page 179 and 180:
in Sections 7.3 (Sale of Credit Imp
Page 181 and 182:
7.6 Unscheduled Principal Proceeds
Page 183 and 184:
(b) in the case of proceeds resulti
Page 185 and 186:
Obligation. For the avoidance of do
Page 187 and 188:
Institution, having a credit rating
Page 189 and 190:
the Defaulted Obligation at the fai
Page 191 and 192:
(a) where the Issuer, following con
Page 193 and 194:
In the event that the Issuer receiv
Page 195 and 196:
(C) at its own cost, (i) in the cas
Page 197 and 198:
Upon the occurrence of any Event of
Page 199 and 200:
For purposes of calculating the Div
Page 201 and 202:
Aggregate Industry Equivalent Unit
Page 203 and 204:
(3) shall be two subcategories abov
Page 205 and 206:
(i) (ii) (iii) if such Collateral D
Page 207 and 208:
Moody’s Recovery Rate Table Oblig
Page 209 and 210:
Reinvestment Period, with the appli
Page 211 and 212:
11.10 S&P CDO Evaluator Test The
Page 213 and 214:
DESCRIPTION OF THE COLLATERAL MANAG
Page 215 and 216:
Collateral Management Agreement (Ap
Page 217 and 218:
DESCRIPTION OF THE COLLATERAL ADMIN
Page 219 and 220:
DESCRIPTION OF THE REPORTS 1. Month
Page 221 and 222:
(P) (Q) which consist of Participat
Page 223 and 224:
Class I Senior Notes, Class II Seni
Page 225 and 226:
In certain circumstances, Irish tax
Page 227 and 228:
amount of interest paid, but also o
Page 229 and 230:
General The following summary descr
Page 231 and 232:
‘‘grossed up’’ for any mate
Page 233 and 234:
maturity of such Notes will be the
Page 235 and 236:
extent thereof), with payments attr
Page 237 and 238:
PREFERRED EQUITY CERTIFICATES AND T
Page 239 and 240:
or more (measured by vote or value)
Page 241 and 242:
values at the time of purchase. A s
Page 243 and 244:
associated territories. These apply
Page 245 and 246:
The Class IV Mezzanine Notes, the S
Page 247 and 248:
Any Plan fiduciary that proposes to
Page 249 and 250:
For the avoidance of doubt, all ref
Page 251 and 252:
(h) (i) (j) (k) (l) (m) any company
Page 253 and 254:
means of sufficient information on
Page 255 and 256:
(c) (d) (e) restrictions described
Page 257 and 258:
(g) representations and warranties.
Page 259 and 260:
PLAN AS DEFINED IN SECTION 3(3) OF
Page 261 and 262:
THE TERMS OF THE TRUST DEED. EACH T
Page 263 and 264:
GENERAL INFORMATION 1. Clearing Sys
Page 265 and 266:
11. Expenses The total expenses rel
Page 267 and 268:
CDO Liabilities....................
Page 269 and 270:
Currency Swap Counterparty.........
Page 271 and 272:
Initial Ratings ...................
Page 273 and 274:
OAT Strips Pledge Agreement .......
Page 275 and 276:
Registered Notes ..................
Page 277 and 278:
Synthetic Counterparty Default ....
Page 279:
imprima de bussy — C94339
show all

VALLAURIS II CLO PLC - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?