GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

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Issuer: Co-Issuer: Portfolio Manager: Trustee: Initial Purchaser and Placement Agent: Eligible Purchasers: Payments on the Notes: Payment Dates GoldenTree Loan Opportunities III, Limited, an exempted company with limited liability incorporated in the Cayman Islands (the "Issuer"). GoldenTree Loan Opportunities III, Corp., a Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"). GoldenTree Asset Management LP (the "Portfolio Manager" or "GoldenTree"). The Bank of New York Trust Company, National Association (the "Trustee"). J.P. Morgan Securities Inc. ("JPMorgan" and, in such capacities, the "Initial Purchaser" and the "Placement Agent"). The Offered Securities are being offered hereby (i) to non-U.S. persons in offshore transactions in reliance on Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act") and (ii) in the United States to persons that are either (A) Qualified Purchasers (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act")) ("Qualified Purchasers") or (B) (in the case of the Subordinated Notes only) Knowledgeable Employees (as defined in Rule 3c-5 under the Investment Company Act) ("Knowledgeable Employees") with respect to the Issuer or entities owned exclusively by Knowledgeable Employees or Qualified Purchasers that in the case of (A) and (B) are either (1) qualified institutional buyers ("Qualified Institutional Buyers") within the meaning of Rule 144A under the Securities Act ("Rule 144A"), (2) Accredited Investors (in the case of the Subordinated Notes only) meeting the requirements of Rule 501(a) under the Securities Act ("Accredited Investor") who are also Knowledgeable Employees or (3) institutional accredited investors (each an "IAI" or an "Institutional Accredited Investor") (solely in the case of Offered Securities that are issued in the form of Certificated Secured Notes or Certificated Subordinated Notes) meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act. See "Description of the Offered Securities—Form, denomination and registration of the Notes" and "Transfer Restrictions." The 1st day of February, May, August and November of each year (or, if such day is not a Business Day, then the next succeeding Business Day) commencing in November 2007 (each, a "Payment Date"); provided that, following the redemption or repayment in full of the Secured Notes, holders of Subordinated Notes may receive payments (including in respect of an optional redemption of the Subordinated Notes) on any dates designated by the Portfolio Manager (which dates may or may not be the dates stated above) upon five Business Days prior written notice to the Trustee (which notice the Trustee shall promptly forward to the holders of the Subordinated Notes) and such dates shall thereafter constitute "Payment Dates." 4
Stated Note interest Deferral of interest Distributions on Subordinated Notes Interest on the Secured Notes is payable quarterly in arrears on each Payment Date in accordance with the priority of payments described herein. So long as any more senior Class of Secured Notes is outstanding, to the extent interest is not paid on the Class B Notes, the Class C Notes or the Class D Notes on any Payment Date, such amounts will be deferred and added to the principal balance of the applicable Class of Secured Notes and will bear interest at the Interest Rate applicable to such Secured Notes, and the failure to pay such amounts prior to the maturity of the Notes will not be an Event of Default under the Indenture, dated as of March 21, 2007 (the "Indenture"), among the Issuer, the Co-Issuer and the Trustee. See "Description of the Offered Securities—Interest." The Subordinated Notes will not bear a stated rate of interest but will be entitled to receive distributions on each Payment Date if and to the extent funds are available for such purpose. Such payments will be made on the Subordinated Notes only pursuant to the priority of payments. See "—Priority of payments" below and "Description of the Offered Securities—The Subordinated Notes—Distributions on the Subordinated Notes." Optional Redemption: Non-Call Period Redemption after Non-Call Period During the period from March 21, 2007 (the "Closing Date") to but excluding the Payment Date in May 2010 (such period, the "Non-Call Period") the Secured Notes and the Subordinated Notes are not subject to Optional Redemption. See "Description of the Offered Securities— Optional Redemption." The Secured Notes will be redeemed by the Co-Issuers or the Issuer, as the case may be, at the written direction of a Supermajority of the Subordinated Notes as follows: (i) based upon such written direction, the Secured Notes will be redeemed in whole but not in part on any Payment Date after the end of the Non-Call Period from the proceeds of the liquidation of the Assets and/or from Refinancing Proceeds pursuant to the Indenture; or (ii) based upon such written direction, the Secured Notes may be redeemed in part by Class from Refinancing Proceeds only on any Payment Date after the end of the Non-Call Period as long as the Class of Secured Notes to be redeemed represents not less than the entire Class of such Secured Notes. Upon any redemption in whole of the Secured Notes, the Portfolio Manager will (unless Refinancing Proceeds are available) direct the sale of Assets in order to make payments as described under "Description of the Offered Securities—Optional Redemption." "Sale Proceeds" are all proceeds (excluding accrued interest, if any) received with respect to Assets as a result of sales of such Assets in accordance with the restrictions described in "Security for the Secured Notes—Sales of Collateral Obligations; Additional Collateral Obligations and Investment Criteria," less any reasonable expenses incurred by the Portfolio 5
Page 1 and 2: GoldenTree Loan Opportunities III,
Page 3 and 4: IMPORTANT INFORMATION REGARDING THI
Page 5 and 6: in order to purchase any Offered Se
Page 7 and 8: Notice to residents of the United K
Page 9 and 10: Summary of terms The following summ
Page 11: 1 2 3 4 5 6 7 Each Class of Offered
Page 15 and 16: The Class A-1A-S Notes may be prepa
Page 17 and 18: Collateral Obligations or (2) must
Page 19 and 20: (Q) if either of the Class D Covera
Page 21 and 22: Sales of Collateral Obligations; Ad
Page 23 and 24: in each case as calculated and subj
Page 25 and 26: (xiii) is not a Related Obligation;
Page 27 and 28: insufficient to pay the full amount
Page 29 and 30: The "Minimum Diversity/Maximum Rati
Page 31 and 32: 7.5% All Group II Countries in the
Page 33 and 34: such other countries as may be noti
Page 35 and 36: The "Interest Coverage Ratio" for a
Page 37 and 38: ERISA Additional issuance See "ERIS
Page 39 and 40: obligated to make payments on the O
Page 41 and 42: advance funds to the Issuer as requ
Page 43 and 44: assurance can be given that any suc
Page 45 and 46: amount of payments received by the
Page 47 and 48: Book-Entry holders are not consider
Page 49 and 50: isks than investment grade corporat
Page 51 and 52: In addition, under common law princ
Page 53 and 54: Investing in Structured Finance Obl
Page 55 and 56: improved) in connection with the ac
Page 57 and 58: applicable to such other parties ma
Page 59 and 60: Securities for investment, trading
Page 61 and 62: aggregate amount that will be avail
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"London Banking Day" means a day on
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conditions described below. Prior t
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achieve compliance with such Covera
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Payments—Application of Principal
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Issuer or the Portfolio Manager or
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such supplemental indenture and not
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(iii) (iv) (v) (vi) (vii) (viii) (i
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Notwithstanding anything herein to
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of one or more permanent global not
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person who takes delivery in the fo
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epaid, from the proceeds of the Ass
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The Secured Notes Ratings of the Se
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The composition of the Collateral O
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Obligation (excluding the unfunded
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(i) (ii) (iii) (iv) (v) An "Issuer
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Minimum Weighted Average Moody's Re
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For purposes of calculating all Con
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compliance with the Concentration L
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(g) The Portfolio Manager shall use
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The Collection and Payment Accounts
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any such Delayed Drawdown Collatera
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certain expenses of the Issuer incu
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Securities lending Unless an Event
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General the Rating Agencies as if s
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place of business is New York, New
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Julia Balanova Research Analyst Pri
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Manhattan Bank. Mr. Fleming receive
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Michael Meyers Portfolio Manager Mi
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Eric Seeve Research Analyst Prior t
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Linda Grillo Head of European Tradi
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implement consistent investment sys
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Michael Winderman Director, Structu
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any action taken by, or any failure
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Issuer, each Rating Agency, each ho
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Subject to the contracting restrict
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The activities of the Administrator
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United States or other countries. G
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For United States federal income ta
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holding or disposing of the Subordi
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A U.S. Holder that makes the QEF el
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Taxation of Non-U.S. Holders of Sub
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• Any such advice is written to s
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the Plan's assets include both the
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influence over the management or po
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Any Plan fiduciary or other person
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Global Secured Notes, Global Compos
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applicable, and that in each case b
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Section 3(c)(7) of the Investment C
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The Subordinated Notes in the form
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each payment date of principal of a
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transferred only (a) to a "qualifie
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“Code”), that is subject to Sec
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purchaser by soliciting one or more
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9. The Secured Notes in certificate
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(ii) the Rating Agencies for fees a
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(i) (ii) the aggregate principal ba
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to the related Payment Date of such
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Obligation has been withdrawn, the
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"Debtor") organized under the laws
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(vi) a Reinvestment Agreement issue
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thereof. Under the Financed Amount
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and the Ramp-Up Account (including
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the sum of all payments of interest
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Moody's credit rating of Selling In
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"Permitted Purchased Defaulted Obli
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"Required Reserve Amount" means, wi
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Long-Term Senior Unsecured Debt Rat
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(ii) each distribution of Principal
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"Type III Class D Note Component" m
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Class A-1A-J Notes.................
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Financed Amount Interest Payment Am
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Note Purchase Agreement............
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Senior Secured Loan................
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Annex A-1 Form of purchaser represe
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a Knowledgeable Employee or a Quali
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Name of Purchaser: Dated: By: Name:
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general account (i.e., the insuranc
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more than 33 1/3% of the Aggregate
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Annex A-3 Form of Purchaser represe
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for its own account; and (vi) it wi
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Name of Purchaser: Dated: By: Name:
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ERISA AND THE REGULATIONS PROMULGAT
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IN WITNESS WHEREOF, the undersigned
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(ii) If not determined pursuant to
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(iii) (iv) (v) With respect to a Co
Page 234 and 235:
(c) with respect to a Collateral Ob
Page 236 and 237:
Group C 17% 17% 17% 17% 17% 17% Sen
Page 238:
PRINCIPAL OFFICE OF ISSUER GoldenTr
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GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

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