- i - ADAGIO II CLO PLC - Irish Stock Exchange

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(v) Hedge Termination Receipt Account The Issuer will procure that the following amounts are paid into the Hedge Termination Receipt Account promptly upon receipt thereof: (a) (b) (c) (d) (e) all Interest Rate Hedge Counterparty Termination Payments (including for the avoidance of doubt, Defaulted Interest Rate Hedge Termination Receipts); all Currency Hedge Counterparty Termination Payments (including for the avoidance of doubt Defaulted Currency Hedge Termination Receipts but excluding any amounts that are allocated to other Accounts pursuant to the Hedging Procedures); all amounts payable to the Issuer from the Counterparty Downgrade Collateral Account upon termination of an Interest Rate Hedge Agreement or Currency Hedge Agreement (as the case may be) or following an event of default thereunder; any Interest Rate Hedge Replacement Receipt received by the Issuer under any Interest Rate Hedge Agreements; and any Currency Hedge Replacement Receipt received by the Issuer under any Currency Hedge Agreement. The Issuer will procure payment of the following amounts (and shall ensure that payment of no other amount is made, save to the extent otherwise permitted above) out of the Hedge Termination Receipt Account: (A) (i) if termination of any Interest Rate Hedge Agreement under which any Interest Rate Hedge Replacement Receipts are received occurs on a Redemption Date; or (ii) to the extent that any Interest Rate Hedge Replacement Receipt exceed the Interest Rate Hedge Replacement Payment; or (iii) to the extent any Interest Rate Hedge Counterparty Termination Payment exceeds the Interest Rate Hedge Replacement Payment; then such amounts standing to the credit of the Hedge Termination Receipt Account shall be transferred to the Principal Account (for the avoidance of doubt, any other Defaulted Interest Rate Hedge Termination Payments shall be paid in accordance with the Priorities of Payments); (B) (i) if termination of any Currency Hedge Agreement under which any Currency Hedge Replacement Receipts are payable occurs on a Redemption Date; or - 206 -
(ii) to the extent that any Currency Hedge Replacement Receipts exceed the Currency Hedge Replacement Payment; or (iii) to the extent any Currency Hedge Counterparty Termination Payment exceeds the Currency Hedge Replacement Payment; then such amounts standing to the credit of the Hedge Termination Receipt Account shall be transferred to the Principal Account (for the avoidance of doubt, any other Defaulted Currency Hedge Termination Payments shall be paid in accordance with the Priorities of Payments); (C) (D) at any time, the Interest Rate Hedge Replacement Payment or the Currency Hedge Replacement Payment in accordance with the Portfolio Management Agreement, up to an amount not exceeding (a) the Interest Rate Hedge Termination Receipts or Currency Hedge Termination Receipts that have been paid in the Hedge Termination Receipt Account in (a) and (b) above, or (b) the Interest Rate Hedge Counterparty Termination Payment or the Currency Hedge Counterparty Termination Payment that have been paid into the Hedge Termination Receipt Account in (a) and (b) above upon termination of, respectively, the Interest Rate Hedge Agreement or Currency Hedge Agreement which is being replaced and shall be transferred to the Principal Account; and all interest accrued on the Balance standing to the credit of the Hedge Termination Receipt Account shall be credited to the Interest Account. (vi) Counterparty Downgrade Collateral Account The Issuer will procure that all Counterparty Downgrade Collateral pledged pursuant to a Currency Hedge Agreement or an Interest Rate Hedge Agreement or Offsetting Credit Default Swap or Credit Short Obligation (as the case may be) shall be deposited in a sub-account within the Counterparty Downgrade Collateral Account. All Counterparty Downgrade Collateral deposited from time to time in any Counterparty Downgrade Collateral Account shall be held and released pursuant to the terms of the relevant Currency Hedge Agreement or Interest Rate Hedge Agreement or Offsetting Credit Default Swap or Credit Short Obligation. Upon any default by a Hedge Counterparty under a Currency Hedge Agreement or, as the case may be, an Interest Rate Hedge Agreement or, as the case may be, an Offsetting Credit Default Swap, or as the case may be, a Credit Short Obligation, the Issuer or the Portfolio Manager, on its behalf, shall promptly exercise its remedies under the related agreement, including liquidating the related Counterparty Downgrade Collateral, whereupon such Counterparty Downgrade Collateral shall be transferred to the Hedge Termination Receipt Account in an amount agreed pursuant to the related Currency Hedge Agreement or Interest Rate Hedge Agreement or Offsetting Credit Default Swap or Credit Short Obligation, as applicable. - 207 -
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ADAGIO II CLO PLC (a public company
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Adagio II CLO PLC (the "Issuer") wi
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interest in respect of each other C
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Collateral Administrator or (save i
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lawfully delivered in accordance wi
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holder of a Note, to such holder an
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JAPANESE SELLING RESTRICTIONS THE O
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FEDERAL STATE, LOCAL OR NON-U.S. LA
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TABLE OF CONTENTS Page Summary Of T
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capacity, the "Collateral Administr
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Combination Note. The terms and con
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Components: the "OAT Security U Com
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espect of the Class A Notes and pay
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Noteholders) in accordance with Con
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Class C Notes, Class D Notes and Cl
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with the Conditions following the o
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Whole Amount (calculated by referen
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designated for reinvestment) will b
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member states of the European Union
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the Percentage Limitations; (iv) (v
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the Issuer for any reason to repay
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and Sale Proceeds from the sale of
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than A-1 by S&P (in such capacity,
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Limited Recourse: The Notes (and th
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Class T Combination Notes AAA NR Th
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accordance with the procedures set
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There can be no assurance that any
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Noteholder or the interests of the
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interest rate mismatch described un
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Date. The effect of this security i
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of such a Book-Entry Interest to pl
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y the issuer of such securities. An
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Due to the fact that Class F Subord
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on total debt and other financial t
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Mezzanine Obligation may receive ce
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proceeds in Collateral Debt Obligat
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any portion of the loan and, theref
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Collateral Debt Obligations may be
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3.20 Risk Relating to Credit Short
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ates in respect of which the releva
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compliance with Rule 144A do not co
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of material fact or omits to state
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the Collateral Debt Obligations tha
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may enter into agency cross transac
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Purchaser or any of its affiliates.
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Each Combination Note consists of t
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the Issuer, JPMorgan Chase Bank, Na
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provided that "Administrative Expen
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(a) (b) (c) on which the TARGET Sys
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"Class A-2A Global Notes" means the
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"Class C Coverage Tests" means the
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"Class D Par Value Test" means the
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"Class E Reg S Definitive Note" mea
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"Class P Subordinated Component" me
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"Class S Global Notes" means the Cl
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purchase it shall not cause such ob
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following redemption and payment in
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judgement (which shall not be calle
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"Credit Short Obligation" means an
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due will be paid in cash which reas
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the lesser of three Business Days a
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"Deferring Mezzanine Obligation" me
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(i) (ii) (iii) (iv) (v) such Substi
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"Eligible Investments" means any in
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91 days or less, a short-term credi
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"Form-Approved Credit Short Obligat
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all of them and, for the avoidance
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time) on the relevant Interest Dete
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Collateral Debt Obligation which is
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"Long Dated Collateral Debt Obligat
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(c) if the determinations of such b
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consultation with the Portfolio Man
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X E = ( 1− P) Where: X = the prin
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"Obligor" means, in respect of a Co
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provided that: (a) those Notes (if
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interest (less any withholding tax
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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: (D) (E) (F) (G) (H) in the event of
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
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Proceeds remaining and to the payme
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(iii) (iv) (v) (vi) (vii) (viii) (i
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(x) (xi) to make any other modifica
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Noteholders and the Class F Subordi
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making payments on, the Notes and o
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20. Governing Law (a) Governing Law
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So long as the Depository or its no
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established an electronic bridge be
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newspaper having a general circulat
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THE PORTFOLIO Introduction Pursuant
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deemed to constitute Principal Proc
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not cause such obligation to cease
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Principal Account and shall be appl
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(iii) after giving effect to such s
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Due Period in which such Sale Proce
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The Reinvestment Criteria during th
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Unscheduled Principal Proceeds or (
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(c) (d) (e) (f) in the reasonable b
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(i) (ii) (iii) Sale Proceeds in the
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(a) (b) (c) the number of different
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Default Swaps will in included in t
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(a) (b) (c) (d) (e) require that th
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Percentage Limitations The "Percent
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(xxiii) not more than 5 per cent. o
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The "Class D Break-even Loss Rate"
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acquisition of a Substitute Collate
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are not satisfied, are closer to be
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2.85% 40.3% 41.1% 41.9% 42.8% 44.4%
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2.85% 40.7% 41.5% 42.4% 43.6% 44.8%
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2.85% 53.5% 55.1% 56.3% 58.0% 60.4%
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Moody's Metric Test and the Minimum
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Aa2 Investment Grade 2 3 Aa3 Invest
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month EURIBOR or such other floatin
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(i) (ii) (iii) if the Obligor in re
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The "S&P Rating" of any Collateral
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thereof, the principal of the Class
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Balance of a Collateral Debt Obliga
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Duties of the Collateral Administra
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Portfolio Manager on the first Paym
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the Issuer nor the Trustee shall ha
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DESCRIPTION OF THE INTEREST RATE AN
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Limited Recourse: The obligations o
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Hedge Agreement to be terminated, d
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Equity Security has been received s
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(j) (k) (l) (m) (n) (o) High Yield
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(v) (vi) (vii) (viii) (ix) (x) (xi)
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Payments (i) the amounts payable on
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RATING OF THE NOTES It is a conditi
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The Moody's ratings address the exp
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Pursuant to the Trust Deed and the
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THE PORTFOLIO MANAGER The Portfolio
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Mr. Roux joined AXA IM in January 2
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where he spent two years as a Credi
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THE CALCULATION AGENT The following
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So long as the Global Notes continu
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Your attention is drawn to the stat
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United States Taxation of the Issue
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therefore generally will not have f
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The Floating Rate Notes will qualif
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term of the Notes, and U.S. Holders
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of the Issuer may significantly exc
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A U.S. Holder that purchases Notes
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or distributions on the Notes if (1
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meaning of Section 406 of ERISA and
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PLAN OF DISTRIBUTION Merrill Lynch
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Distribution of this Prospectus to
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2000 (the "FSMA")), received by it
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(b) (c) (d) (e) (f) it understands
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THE ISSUER OF THIS NOTE, THE TRUSTE
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[THIS NOTE ENTITLES THE HOLDER TO R
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(o) if the purchaser is not a Unite
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GENERAL INFORMATION 1. Clearing Sys
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(h) (i) (j) (k) the OAT Strips Pled
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CFC................................
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Class E Break-even Loss Rate.......
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Clearstream, Luxembourg............
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excess distributions ..............
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Moody's Deferring Mezzanine Obligat
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Redemption Date....................
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Target Portfolio ..................
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- i - ADAGIO II CLO PLC - Irish Stock Exchange

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