- i - ADAGIO II CLO PLC - Irish Stock Exchange

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(COMISION NACIONAL DEL MERCADO DE VALORES) AND THEREFORE IT IS NOT INTENDED FOR THE OFFERING OR SALE OF THE NOTES IN SPAIN. UNITED KINGDOM SELLING RESTRICTIONS ANY INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA")) IN CONNECTION WITH THE ISSUE OR SALE OF ANY NOTES MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUER. EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE NOTES, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM. GENERAL NOTICE EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN EACH JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS SUCH NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE, OFFER OR SALE BY IT OF SUCH NOTES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTIONS TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE ISSUER, THE INITIAL PURCHASER OR THE PORTFOLIO MANAGER SPECIFIED HEREIN SHALL HAVE ANY RESPONSIBILITY THEREFOR. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. EACH PURCHASER AND TRANSFEREE OF A CLASS A NOTE, CLASS B NOTE, CLASS C NOTE OR CLASS D NOTE, OR OF ANY INTEREST THEREIN, WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT, AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD OF ITS HOLDING AND DISPOSITION OF SUCH NOTE OR INTEREST THEREIN, EITHER (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO SECTION 406 OF ERISA, OR A "PLAN" SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR ANY - xiv -
FEDERAL STATE, LOCAL OR NON-U.S. LAW THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), OR (B) IT IS, OR IS ACTING ON BEHALF OF, BENEFIT PLAN INVESTOR, THAT IS SUBJECT TO ERISA OR PLAN SUBJECT TO SECTION 4975 OF THE CODE OR SIMILAR PLAN, AND ITS PURCHASE, HOLDING AND DISPOSITION OF SUCH NOTE DOES NOT VIOLATE ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW. THE CLASS E NOTES AND THE CLASS F SUBORDINATED NOTES AND THE COMBINATION NOTES (AND INTERESTS THEREIN) MAY NOT BE PURCHASED OR HELD BY, AND EACH PURCHASER OR HOLDER OF ANY CLASS E NOTE OR CLASS F SUBORDINATED NOTE OR A COMBINATION NOTE WILL BE DEEMED TO REPRESENT AND AGREE THAT IT IS NOT AND WILL NOT BE, FOR THE PERIOD THAT IT HOLDS SUCH NOTES (OR INTERESTS), (A) AN "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), WHICH IS SUBJECT TO ERISA, (B) A "PLAN" WITHIN THE MEANING OF AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (C) ANOTHER EMPLOYEE BENEFIT PLAN SUBJECT TO ANY U.S. FEDERAL, STATE OR LOCAL, OR NON-U.S. LAW SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), OR (D) ANY PERSON OR ENTITY ANY OF WHOSE ASSETS INCLUDE, OR ARE DEEMED FOR PURPOSES OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF SUCH ANOTHER EMPLOYEE BENEFIT PLAN, SIMILAR LAW) TO INCLUDE, THE "PLAN ASSETS" OF ANY SUCH "EMPLOYEE BENEFIT PLAN," "PLAN" OR OTHER EMPLOYEE BENEFIT PLAN. FURTHERMORE, EACH PURCHASER OR HOLDER OF ANY CLASS E NOTE OR CLASS F SUBORDINATED NOTE OR A COMBINATION NOTE OR ANY INTEREST THEREIN WILL BE DEEMED TO REPRESENT AND AGREE BY SUCH PURCHASE OR HOLDING THEREOF THAT IT WILL NOT SELL OR OTHERWISE TRANSFER SUCH NOTES OR ANY INTEREST THEREIN OTHERWISE THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO REPRESENT AND AGREE WITH RESPECT TO ITS PURCHASE OR HOLDING OF SUCH NOTES TO THE SAME EFFECT AS THE PURCHASER'S REPRESENTATION AND AGREEMENT SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE. INTERNAL REVENUE SERVICE CIRCULAR 230 DIS<strong>CLO</strong>SURE PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU THAT THE DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS - xv -
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 and 12: holder of a Note, to such holder an
Page 13: JAPANESE SELLING RESTRICTIONS THE O
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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