- i - ADAGIO II CLO PLC - Irish Stock Exchange

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in accordance with the Priorities of Payment: (a) during the Non-Call Period: (i) (ii) in the acquisition of Substitute Collateral Debt Obligations, subject to satisfaction of the Eligibility Criteria and the Reinvestment Criteria and (for Collateral Debt Obligations denominated in Sterling only) the Sterling Reinvestment Criteria (each as described under "The Portfolio" below) or in payment into the Principal Account or the GBP Principal Account (for Sterling Proceeds only) pending such reinvestment; or in the event that the Portfolio Manager is unable to acquire Substitute Collateral Debt Obligations in accordance with (i) above, then such Sale Proceeds shall be used in payment into the Principal Account for application in accordance with the Priorities of Payment on the next following Payment Date; (b) after the Non-Call Period but during the remainder of the Reinvestment Period: either, at the discretion of the Portfolio Manager: (i) (ii) in the acquisition of Substitute Collateral Debt Obligations, subject to satisfaction of the Eligibility Criteria and the Reinvestment Criteria and (for Collateral Debt Obligations denominated in Sterling only) the Sterling Reinvestment Criteria, or in payment into the Principal Account or the GBP Principal Account (for Sterling Proceeds only) pending such reinvestment; or in payment into the Principal Account or the GBP Principal Account (for Sterling Proceeds only) for application in redemption of the Notes in accordance with the Priorities of Payment on the next following Payment Date; and/or (c) following the expiry of the Reinvestment Period: (i) in the case of Unscheduled Principal Proceeds - 42 -
and Sale Proceeds from the sale of Credit Improved Obligations and Credit Impaired Obligations, either: (y) (i) in the acquisition of Substitute Collateral Debt Obligations, subject to satisfaction of the Eligibility Criteria and the Reinvestment Criteria and (for Collateral Debt Obligations denominated in Sterling only) the Sterling Reinvestment Criteria or (ii) in payment into the Principal Account pending such reinvestment (provided that such amounts will cease to be available for reinvestment at the end of the Due Period following the Due Period in which such Unscheduled Principal Proceeds or Sale Proceeds relating to Credit Improved Obligations or Credit Impaired Obligations were received); or (z) in payment into the Principal Account for disbursement on the next following Payment Date in redemption of each Class of Notes in accordance with the Priorities of Payment and subject to the payment of any prior ranking amounts; or (ii) in the case of all other Principal Proceeds, in payment into the Principal Account, for disbursement on the next following Payment Date in redemption of each Class of Notes in accordance with the Priorities of Payment and subject to the payment of any prior ranking amounts. See "The Portfolio – Sale of Collateral Debt Obligations – Overview" and "Reinvestment Criteria". Special Situation Investments: The Portfolio Manager may (acting within the mandate granted to it under the Portfolio Management Agreement) from time to time, during the Reinvestment Period direct that moneys on deposit in the Interest Account and/or the GBP Interest Account, as applicable, or the Principal Account and/or the GBP Principal Account, as applicable, (or any combination of such Accounts) be used for the purpose of providing additional capital to Obligors of Collateral Debt Obligations previously acquired by the Issuer provided that: (i) in the event the Portfolio Manager so directs the use of amounts from the Interest Account or the GBP - 43 -
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 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: the Issuer for any reason to repay
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
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"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
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"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
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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
Page 151 and 152:
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
Page 219 and 220:
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
Page 233 and 234:
Interest and the Class E Floating R
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Notes, the Class B Notes, the Class
Page 237 and 238:
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
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
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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%
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
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Aa2 Investment Grade 2 3 Aa3 Invest
Page 321 and 322:
month EURIBOR or such other floatin
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(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
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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
Page 353 and 354:
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
Page 361 and 362:
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
Page 373 and 374:
The Floating Rate Notes will qualif
Page 375 and 376:
term of the Notes, and U.S. Holders
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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
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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
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
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CFC................................
Page 405 and 406:
Class E Break-even Loss Rate.......
Page 407 and 408:
Clearstream, Luxembourg............
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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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- i - ADAGIO II CLO PLC - Irish Stock Exchange

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