- i - ADAGIO II CLO PLC - Irish Stock Exchange

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BELGIUM AND/OR THAT THE NOTES WILL BE OFFERED ONLY TO PERSONS FALLING UNDER THE DEFINITION OF A PROFESSIONAL INVESTOR IN ACCORDANCE WITH THE ROYAL DECREE OF 7 JULY 1999. FRENCH SELLING RESTRICTIONS THE OFFERING OF THE NOTES HAS NOT GIVEN RISE TO THE REGISTRATION OF AN INFORMATIVE DOCUMENT WITH THE AUTORITÉ DES MARCHÉS FINANCIERS. POTENTIAL PURCHASERS MAY SUBSCRIBE TO THE NOTES ONLY FOR THEIR OWN ACCOUNT PURSUANT TO THE CONDITIONS SET OUT IN DECREE NO. 98-880 OF 1 OCTOBER 1998. THE DIRECT OR INDIRECT CIRCULATION TO THE PUBLIC OF THE NOTES SO SUBSCRIBED MAY NOT OCCUR WITHOUT MEETING THE CONDITIONS PROVIDED FOR UNDER ARTICLE L 411-1, L 411-2, L 412-2 AND L 612-8 OF THE CODE MONÉTAIRE ET FINANCIER. GERMAN SELLING RESTRICTIONS THE NOTES HAVE NOT BEEN REGISTERED OR AUTHORISED FOR PUBLIC OFFER OR PUBLIC DISTRIBUTION UNDER GERMAN LAW. ACCORDINGLY, THE NOTES MAY NOT BE DISTRIBUTED TO OR WITHIN GERMANY BY WAY OF A PUBLIC OFFER WITHIN THE MEANING OF APPLICABLE GERMAN LAWS, PUBLIC ADVERTISEMENT OR IN ANY SIMILAR MANNER AND THIS PROSPECTUS AND ANY OTHER DOCUMENT RELATING TO THE NOTES, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN GERMANY OR USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OF THE NOTES TO THE PUBLIC IN GERMANY OR ANY OTHER MEANS OF PUBLIC MARKETING. THIS PROSPECTUS AND OTHER OFFERING MATERIALS RELATING TO THE OFFER OF THE NOTES ARE STRICTLY CONFIDENTIAL AND MAY NOT BE DISTRIBUTED TO ANY PERSON OR ENTITY OTHER THAN THE RECIPIENT HEREOF TO WHOM THIS PROSPECTUS IS PERSONALLY ADDRESSED. IRISH SELLING RESTRICTIONS THE INITIAL PURCHASER HAS REPRESENTED AND AGREED WITH THE ISSUER THAT, TO THE EXTENT APPLICABLE, IT HAS COMPLIED WITH AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE IRISH COMPANIES ACTS 1963-2005 (AS AMENDED) AND THE INVESTMENT INTERMEDIARIES ACT, 1995 (AS AMENDED) INCLUDING, WITHOUT LIMITATION, SECTIONS 9 AND 50 AND WILL CONDUCT ITSELF IN ACCORDANCE WITH ANY CODES OF CONDUCT DRAWN UP PURSUANT TO SECTION 37 THEREOF OR, IN THE CASE OF A CREDIT INSTITUTION EXERCISING ITS RIGHTS UNDER THE BANKING CONSOLIDATION DIRECTIVE (2000/12/EC OF 20TH MARCH 2000) IN CONFORMITY WITH THE CODES OF CONDUCT OR PRACTICE MADE UNDER SECTION 117(1) OF THE CENTRAL BANK ACT 1989, OF IRELAND, AS AMENDED, WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE NOTES. - xii -
JAPANESE SELLING RESTRICTIONS THE OFFERING OR SALE OF THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED). NEITHER THE NOTES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO OR FOR THE ACCOUNT OF ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANISED UNDER THE LAWS OF JAPAN), OR TO OTHERS FOR RE-OFFERING OR SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO OR FOR THE ACCOUNT OF ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW AND ANY OTHER APPLICABLE LAW, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN. NEW ZEALAND SELLING RESTRICTIONS THE NOTES MAY NOT BE OFFERED FOR SUBSCRIPTION, AND NO ADVERTISEMENT IN RELATION TO ANY NOTES MAY BE DISTRIBUTED TO THE PUBLIC IN NEW ZEALAND OR ACQUIRED WITH A VIEW TO SELLING THEM, NOR MAY ANY NOTES BE SOLD OR OFFERED FOR SALE TO THE PUBLIC IN NEW ZEALAND WITHIN SIX MONTHS AFTER THE ISSUE OF SUCH NOTES, ALL SUCH CONDUCT TO BE INTERPRETED IN ACCORDANCE WITH THE SECURITIES ACT 1978, EXCEPT TO (A) PERSONS WHOSE PRINCIPAL BUSINESS IS THE INVESTMENT OF MONEY OR WHO, IN THE COURSE OF AND FOR THE PURPOSES OF THEIR BUSINESS HABITUALLY INVEST MONEY; (B) <strong>CLO</strong>SE BUSINESS ASSOCIATES OF THE SELLER AND (C) ANY OTHER PERSON WHO IN ALL THE CIRCUMSTANCES CAN PROPERLY BE REGARDED AS HAVING BEEN SELECTED OTHERWISE THAN AS A MEMBER OF THE PUBLIC IN NEW ZEALAND WITHIN THE MEANING OF THE SECURITIES ACT 1978. SPANISH SELLING RESTRICTIONS THE NOTES MAY NOT BE OFFERED OR SOLD IN SPAIN EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE SPANISH SECURITIES MARKET LAW (LEY24/1988, DE 28 DE JULIO, DEL MERCADO DE VALORES), AS AMENDED AND RESTATED, AND ROYAL DECREE 291/1992 OF 27 MARCH ON ISSUES AND PUBLIC OFFERINGS OF SECURITIES (REAL DECRETO 291/1992, DE 27 MARZO, SOBRE EMISIONES Y OFERTAS PUBLICAS DE VENTA DE VALORES) AS AMENDED AND RESTATED, AND THE DECREES AND REGULATIONS MADE THEREUNDER. THE NOTES HAVE NOT AND WILL NOT BE SOLD, OFFERED OR DISTRIBUTED IN SPAIN EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER OF SECURITIES IN SPAIN WITHIN THE MEANING OF SPANISH SECURITIES LAWS AND REGULATIONS. THE PROSPECTUS HAS NOT BEEN REGISTERED WITH THE SPANISH SECURITIES MARKET COMMISSION - xiii -
Page 1 and 2: ADAGIO II CLO PLC (a public company
Page 3 and 4: Adagio II CLO PLC (the "Issuer") wi
Page 5 and 6: interest in respect of each other C
Page 7 and 8: Collateral Administrator or (save i
Page 9 and 10: lawfully delivered in accordance wi
Page 11: holder of a Note, to such holder an
Page 15 and 16: FEDERAL STATE, LOCAL OR NON-U.S. LA
Page 17 and 18: TABLE OF CONTENTS Page Summary Of T
Page 19 and 20: capacity, the "Collateral Administr
Page 21 and 22: Combination Note. The terms and con
Page 23 and 24: Components: the "OAT Security U Com
Page 25 and 26: espect of the Class A Notes and pay
Page 27 and 28: Noteholders) in accordance with Con
Page 29 and 30: Class C Notes, Class D Notes and Cl
Page 31 and 32: with the Conditions following the o
Page 33 and 34: Whole Amount (calculated by referen
Page 35 and 36: designated for reinvestment) will b
Page 37 and 38: member states of the European Union
Page 39 and 40: the Percentage Limitations; (iv) (v
Page 41 and 42: the Issuer for any reason to repay
Page 43 and 44: and Sale Proceeds from the sale of
Page 45 and 46: than A-1 by S&P (in such capacity,
Page 47 and 48: Limited Recourse: The Notes (and th
Page 49 and 50: Class T Combination Notes AAA NR Th
Page 51 and 52: accordance with the procedures set
Page 53 and 54: There can be no assurance that any
Page 55 and 56: Noteholder or the interests of the
Page 57 and 58: interest rate mismatch described un
Page 59 and 60: Date. The effect of this security i
Page 61 and 62: of such a Book-Entry Interest to pl
Page 63 and 64:
y the issuer of such securities. An
Page 65 and 66:
Due to the fact that Class F Subord
Page 67 and 68:
on total debt and other financial t
Page 69 and 70:
Mezzanine Obligation may receive ce
Page 71 and 72:
proceeds in Collateral Debt Obligat
Page 73 and 74:
any portion of the loan and, theref
Page 75 and 76:
Collateral Debt Obligations may be
Page 77 and 78:
3.20 Risk Relating to Credit Short
Page 79 and 80:
ates in respect of which the releva
Page 81 and 82:
compliance with Rule 144A do not co
Page 83 and 84:
of material fact or omits to state
Page 85 and 86:
the Collateral Debt Obligations tha
Page 87 and 88:
may enter into agency cross transac
Page 89 and 90:
Purchaser or any of its affiliates.
Page 91 and 92:
Each Combination Note consists of t
Page 93 and 94:
the Issuer, JPMorgan Chase Bank, Na
Page 95 and 96:
provided that "Administrative Expen
Page 97 and 98:
(a) (b) (c) on which the TARGET Sys
Page 99 and 100:
"Class A-2A Global Notes" means the
Page 101 and 102:
"Class C Coverage Tests" means the
Page 103 and 104:
"Class D Par Value Test" means the
Page 105 and 106:
"Class E Reg S Definitive Note" mea
Page 107 and 108:
"Class P Subordinated Component" me
Page 109 and 110:
"Class S Global Notes" means the Cl
Page 111 and 112:
purchase it shall not cause such ob
Page 113 and 114:
following redemption and payment in
Page 115 and 116:
judgement (which shall not be calle
Page 117 and 118:
"Credit Short Obligation" means an
Page 119 and 120:
due will be paid in cash which reas
Page 121 and 122:
the lesser of three Business Days a
Page 123 and 124:
"Deferring Mezzanine Obligation" me
Page 125 and 126:
(i) (ii) (iii) (iv) (v) such Substi
Page 127 and 128:
"Eligible Investments" means any in
Page 129 and 130:
91 days or less, a short-term credi
Page 131 and 132:
"Form-Approved Credit Short Obligat
Page 133 and 134:
all of them and, for the avoidance
Page 135 and 136:
time) on the relevant Interest Dete
Page 137 and 138:
Collateral Debt Obligation which is
Page 139 and 140:
"Long Dated Collateral Debt Obligat
Page 141 and 142:
(c) if the determinations of such b
Page 143 and 144:
consultation with the Portfolio Man
Page 145 and 146:
X E = ( 1− P) Where: X = the prin
Page 147 and 148:
"Obligor" means, in respect of a Co
Page 149 and 150:
provided that: (a) those Notes (if
Page 151 and 152:
interest (less any withholding tax
Page 153 and 154:
treated as Principal Proceeds by th
Page 155 and 156:
"Purchased Accrued Interest" means,
Page 157 and 158:
"Redemption Date" means each date s
Page 159 and 160:
"Registered" means, with respect to
Page 161 and 162:
Combination Rule 144A Global Note,
Page 163 and 164:
principal) scheduled to be paid by
Page 165 and 166:
"Selling Institution" means an inst
Page 167 and 168:
asis of a 360-day year comprised of
Page 169 and 170:
will be, for the avoidance of doubt
Page 171 and 172:
on a Deferring Mezzanine Obligation
Page 173 and 174:
therein or of any writing thereon o
Page 175 and 176:
(e) Exchange of Combination Notes A
Page 177 and 178:
Notes (for the avoidance of doubt,
Page 179 and 180:
(B) (C) (D) (E) (F) (G) to the paym
Page 181 and 182:
(on a pro rata basis) the Class B N
Page 183 and 184:
Termination Payments due to any Off
Page 185 and 186:
(B) (C) (D) (E) (F) (G) to the paym
Page 187 and 188:
thereof, to redeem (on a pro rata b
Page 189 and 190:
payable pursuant to paragraph (V) o
Page 191 and 192:
the Business Day preceding each Pay
Page 193 and 194:
(i) Principal Account The Issuer wi
Page 195 and 196:
(n) (o) (p) (q) (r) (s) (t) (u) all
Page 197 and 198:
Hedge Transaction Agreement for inv
Page 199 and 200:
eplacement Credit Short Obligation
Page 201 and 202:
(n) (o) (p) (q) (r) any amounts tra
Page 203 and 204:
y the Calculation Agent at the disc
Page 205 and 206:
(D) (E) (F) (G) (H) in the event of
Page 207 and 208:
(ii) to the extent that any Currenc
Page 209 and 210:
(b) on each Payment Date (other tha
Page 211 and 212:
Danish Krone, Swiss Franc, Norwegia
Page 213 and 214:
(B) (C) (D) (E) (F) (G) at any time
Page 215 and 216:
(B) (C) (D) (E) (F) (G) (H) at any
Page 217 and 218:
The Issuer shall procure payment of
Page 219 and 220:
4. Security The Issuer shall procur
Page 221 and 222:
Collateral provided that such assig
Page 223 and 224:
y the Issuer in the Synthetic Colla
Page 225 and 226:
Collateral, to exercise all rights
Page 227 and 228:
(M) under the Euroclear Pledge Agre
Page 229 and 230:
Currency Hedge Agreement, each Offs
Page 231 and 232:
distribution in accordance with the
Page 233 and 234:
Interest and the Class E Floating R
Page 235 and 236:
Notes, the Class B Notes, the Class
Page 237 and 238:
such person appointed by it, shall
Page 239 and 240:
on behalf of the Issuer, has entere
Page 241 and 242:
ealisation of the Portfolio on beha
Page 243 and 244:
In the event that the Additional Re
Page 245 and 246:
(C) (1) in the case of Class B Note
Page 247 and 248:
such sale, net of any commissions,
Page 249 and 250:
such Note in accordance with Condit
Page 251 and 252:
(a) Events of Default The occurrenc
Page 253 and 254:
give notice to the Issuer (an "Acce
Page 255 and 256:
all costs, charges and expenses whi
Page 257 and 258:
Proceeds remaining and to the payme
Page 259 and 260:
(iii) (iv) (v) (vi) (vii) (viii) (i
Page 261 and 262:
(x) (xi) to make any other modifica
Page 263 and 264:
Noteholders and the Class F Subordi
Page 265 and 266:
making payments on, the Notes and o
Page 267 and 268:
20. Governing Law (a) Governing Law
Page 269 and 270:
So long as the Depository or its no
Page 271 and 272:
established an electronic bridge be
Page 273 and 274:
newspaper having a general circulat
Page 275 and 276:
THE PORTFOLIO Introduction Pursuant
Page 277 and 278:
deemed to constitute Principal Proc
Page 279 and 280:
not cause such obligation to cease
Page 281 and 282:
Principal Account and shall be appl
Page 283 and 284:
(iii) after giving effect to such s
Page 285 and 286:
Due Period in which such Sale Proce
Page 287 and 288:
The Reinvestment Criteria during th
Page 289 and 290:
Unscheduled Principal Proceeds or (
Page 291 and 292:
(c) (d) (e) (f) in the reasonable b
Page 293 and 294:
(i) (ii) (iii) Sale Proceeds in the
Page 295 and 296:
(a) (b) (c) the number of different
Page 297 and 298:
Default Swaps will in included in t
Page 299 and 300:
(a) (b) (c) (d) (e) require that th
Page 301 and 302:
Percentage Limitations The "Percent
Page 303 and 304:
(xxiii) not more than 5 per cent. o
Page 305 and 306:
The "Class D Break-even Loss Rate"
Page 307 and 308:
acquisition of a Substitute Collate
Page 309 and 310:
are not satisfied, are closer to be
Page 311 and 312:
2.85% 40.3% 41.1% 41.9% 42.8% 44.4%
Page 313 and 314:
2.85% 40.7% 41.5% 42.4% 43.6% 44.8%
Page 315 and 316:
2.85% 53.5% 55.1% 56.3% 58.0% 60.4%
Page 317 and 318:
Moody's Metric Test and the Minimum
Page 319 and 320:
Aa2 Investment Grade 2 3 Aa3 Invest
Page 321 and 322:
month EURIBOR or such other floatin
Page 323 and 324:
(i) (ii) (iii) if the Obligor in re
Page 325 and 326:
The "S&P Rating" of any Collateral
Page 327 and 328:
thereof, the principal of the Class
Page 329 and 330:
Balance of a Collateral Debt Obliga
Page 331 and 332:
Duties of the Collateral Administra
Page 333 and 334:
Portfolio Manager on the first Paym
Page 335 and 336:
the Issuer nor the Trustee shall ha
Page 337 and 338:
DESCRIPTION OF THE INTEREST RATE AN
Page 339 and 340:
Limited Recourse: The obligations o
Page 341 and 342:
Hedge Agreement to be terminated, d
Page 343 and 344:
Equity Security has been received s
Page 345 and 346:
(j) (k) (l) (m) (n) (o) High Yield
Page 347 and 348:
(v) (vi) (vii) (viii) (ix) (x) (xi)
Page 349 and 350:
Payments (i) the amounts payable on
Page 351 and 352:
RATING OF THE NOTES It is a conditi
Page 353 and 354:
The Moody's ratings address the exp
Page 355 and 356:
Pursuant to the Trust Deed and the
Page 357 and 358:
THE PORTFOLIO MANAGER The Portfolio
Page 359 and 360:
Mr. Roux joined AXA IM in January 2
Page 361 and 362:
where he spent two years as a Credi
Page 363 and 364:
THE CALCULATION AGENT The following
Page 365 and 366:
So long as the Global Notes continu
Page 367 and 368:
Your attention is drawn to the stat
Page 369 and 370:
United States Taxation of the Issue
Page 371 and 372:
therefore generally will not have f
Page 373 and 374:
The Floating Rate Notes will qualif
Page 375 and 376:
term of the Notes, and U.S. Holders
Page 377 and 378:
of the Issuer may significantly exc
Page 379 and 380:
A U.S. Holder that purchases Notes
Page 381 and 382:
or distributions on the Notes if (1
Page 383 and 384:
meaning of Section 406 of ERISA and
Page 385 and 386:
PLAN OF DISTRIBUTION Merrill Lynch
Page 387 and 388:
Distribution of this Prospectus to
Page 389 and 390:
2000 (the "FSMA")), received by it
Page 391 and 392:
(b) (c) (d) (e) (f) it understands
Page 393 and 394:
THE ISSUER OF THIS NOTE, THE TRUSTE
Page 395 and 396:
[THIS NOTE ENTITLES THE HOLDER TO R
Page 397 and 398:
(o) if the purchaser is not a Unite
Page 399 and 400:
GENERAL INFORMATION 1. Clearing Sys
Page 401 and 402:
(h) (i) (j) (k) the OAT Strips Pled
Page 403 and 404:
CFC................................
Page 405 and 406:
Class E Break-even Loss Rate.......
Page 407 and 408:
Clearstream, Luxembourg............
Page 409 and 410:
excess distributions ..............
Page 411 and 412:
Moody's Deferring Mezzanine Obligat
Page 413 and 414:
Redemption Date....................
Page 415 and 416:
Target Portfolio ..................
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