- i - ADAGIO II CLO PLC - Irish Stock Exchange

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Downgrade Collateral Account. Eligible Investments: Interest Rate Hedge Transactions: Currency Hedge Transactions: Offsetting Credit Default Swaps: Credit Short Obligations: The Balance standing to the credit of each Account, from time to time, may be invested by or on behalf of the Issuer in certain money market instruments satisfying required rating criteria. See Condition 3(i) (Accounts). The Issuer (or the Portfolio Manager on its behalf) may, upon the Closing Date or at any other point in time after the Closing Date, enter into interest rate hedge transactions with one or more financial institutions. Any payments, other than Defaulted Interest Rate Hedge Termination Payments, required to be made by the Issuer under any Interest Rate Hedge Agreement will rank senior in priority to interest payments on each Class of Notes. See "Description of the Interest Rate and Currency Hedge Arrangements". The Issuer (or the Portfolio Manager on its behalf) will enter into currency transactions with one or more financial institutions in respect of Collateral Debt Obligations not denominated in Euro subject to the applicable requirements contained in the Portfolio Management Agreement and the Hedging Procedures. Any payments other than Defaulted Currency Hedge Termination Payments required to be made by the Issuer under any Currency Hedge Agreement will rank senior in priority to interest payments on each Class of Notes. See "Description of the Interest Rate and Currency Hedge Arrangements". The Issuer (or the Portfolio Manager on its behalf) (as protection buyer) may enter into credit default swap transactions with one or more financial institutions (as protection seller), the Reference Obligation (as defined below) of which is a Collateral Debt Obligation owned by the Issuer. See "Description of the Portfolio – Offsetting Credit Default Swaps". The Issuer (or the Portfolio Manager on its behalf) may from time to time enter into Credit Short Obligations which are credit default swaps pursuant to which the Issuer buys protection in respect of a specified Reference Entity (including where the Issuer has no exposure to such Reference Entity), entry into which shall be subject to payment of the periodic premium thereunder to the applicable Credit Short Obligation Counterparty. - 46 -
Limited Recourse: The Notes (and the Short Term Variable Funding Facility) are limited recourse obligations of the Issuer which are payable solely out of amounts received by or on behalf of the Issuer in respect of the Collateral. Payments on the Notes (and the Short Term Variable Funding Facility) both prior to and following enforcement of the security over the Collateral are subordinated to the prior payment of certain fees and expenses of the Issuer. The net proceeds of the realisation of the security over the Collateral following an Event of Default may be insufficient to pay all amounts due to the Noteholders (and the Short Term Variable Funding Facility Provider) after making payments to other creditors of the Issuer ranking prior to, or pari passu with, the holders of the relevant Notes. In the event of a shortfall in such proceeds, the Issuer will not be obliged to pay, and the other assets (if any) of the Issuer will not be available for payment of, any such shortfall, all claims in respect of which shall be extinguished. Such shortfall will be borne by the holders of the Rated Notes and the Class F Subordinated Notes in inverse order of the Priorities of Payment. The Combination Notes shall be limited recourse obligations of the Issuer to the extent of their respective Components. Furthermore, none of the Noteholders of any Class, the Trustee or the other Transaction Creditors (nor any other person acting on behalf of any of them) shall be entitled at any time to institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganisation, examinership, arrangement, insolvency, winding-up or liquidation proceedings or other proceedings under any applicable bankruptcy or similar law in connection with any obligations of the Issuer relating to the Notes of any Class, the Trust Deed or otherwise owed to the Transaction Creditors, save for lodging a claim in the liquidation of the Issuer which is initiated by another party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer. Withholding Tax: All payments of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Ireland, or any political sub-division or any authority therein or thereof having power to tax, unless such withholding or deduction is - 47 -
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 and 42: the Issuer for any reason to repay
Page 43 and 44: and Sale Proceeds from the sale of
Page 45: than A-1 by S&P (in such capacity,
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
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the lesser of three Business Days a
Page 123 and 124:
"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
Page 143 and 144:
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
Page 149 and 150:
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
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,
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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
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will be, for the avoidance of doubt
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on a Deferring Mezzanine Obligation
Page 173 and 174:
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
Page 189 and 190:
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
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
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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
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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
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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
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
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(v) (vi) (vii) (viii) (ix) (x) (xi)
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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
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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
Page 369 and 370:
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
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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