- 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 and 14: JAPANESE SELLING RESTRICTIONS THE O
- 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: Class C Notes, Class D Notes and Cl
- 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
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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
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"Purchased Accrued Interest" means,
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"Redemption Date" means each date s
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"Registered" means, with respect to
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Combination Rule 144A Global Note,
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principal) scheduled to be paid by
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"Selling Institution" means an inst
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asis of a 360-day year comprised of
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will be, for the avoidance of doubt
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on a Deferring Mezzanine Obligation
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therein or of any writing thereon o
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(e) Exchange of Combination Notes A
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Notes (for the avoidance of doubt,
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(B) (C) (D) (E) (F) (G) to the paym
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(on a pro rata basis) the Class B N
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Termination Payments due to any Off
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(B) (C) (D) (E) (F) (G) to the paym
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thereof, to redeem (on a pro rata b
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payable pursuant to paragraph (V) o
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the Business Day preceding each Pay
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(i) Principal Account The Issuer wi
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(n) (o) (p) (q) (r) (s) (t) (u) all
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Hedge Transaction Agreement for inv
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eplacement Credit Short Obligation
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(n) (o) (p) (q) (r) any amounts tra
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y the Calculation Agent at the disc
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(D) (E) (F) (G) (H) in the event of
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(ii) to the extent that any Currenc
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(b) on each Payment Date (other tha
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Danish Krone, Swiss Franc, Norwegia
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(B) (C) (D) (E) (F) (G) at any time
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(B) (C) (D) (E) (F) (G) (H) at any
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The Issuer shall procure payment of
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4. Security The Issuer shall procur
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Collateral provided that such assig
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y the Issuer in the Synthetic Colla
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Collateral, to exercise all rights
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(M) under the Euroclear Pledge Agre
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Currency Hedge Agreement, each Offs
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distribution in accordance with the
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Interest and the Class E Floating R
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Notes, the Class B Notes, the Class
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such person appointed by it, shall
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on behalf of the Issuer, has entere
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ealisation of the Portfolio on beha
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In the event that the Additional Re
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(C) (1) in the case of Class B Note
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such sale, net of any commissions,
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such Note in accordance with Condit
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(a) Events of Default The occurrenc
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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
- Page 267 and 268:
20. Governing Law (a) Governing Law
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So long as the Depository or its no
- Page 271 and 272:
established an electronic bridge be
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newspaper having a general circulat
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THE PORTFOLIO Introduction Pursuant
- Page 277 and 278:
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
- Page 289 and 290:
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
- Page 297 and 298:
Default Swaps will in included in t
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(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
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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
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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
- Page 355 and 356:
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
- 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
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A U.S. Holder that purchases Notes
- Page 381 and 382:
or distributions on the Notes if (1
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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
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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 ..................