GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

Manager or the Trustee (other than amounts payable as Administrative
Expenses) in connection with such sales.
The Subordinated Notes may be redeemed, in whole but not in part, on
any Payment Date on or after the Optional Redemption or repayment of
the Secured Notes in full, at the direction of a Supermajority of the
Subordinated Notes.
There are certain other restrictions on the ability of the Co-Issuers to
effect an Optional Redemption. See "Description of the Offered
Securities—Optional Redemption."
Redemption by Refinancing
Redemption Prices
In addition to (or in lieu of) a sale of Collateral Obligations and/or
Eligible Investments, any Class or Classes of Secured Notes may be
redeemed from Refinancing Proceeds if a Supermajority of the
Subordinated Notes direct the Co-Issuers or the Issuer, as applicable, to
redeem any Class or Classes of the Secured Notes by obtaining a loan or
an issuance of replacement securities, the terms of which loan or
issuance will be negotiated by the Portfolio Manager on behalf of the
Issuer, from one or more financial institutions or purchasers (a
refinancing provided pursuant to such loan or issuance, a
"Refinancing") and to the extent and subject to the restrictions
described herein. See "Description of the Offered Securities—Optional
Redemption."
The redemption price of each Class of Secured Notes (the "Redemption
Price" for such Secured Notes) will be (a) 100% of the outstanding
principal amount of the Secured Notes to be redeemed plus (b) accrued
and unpaid interest thereon (including interest on any accrued and
unpaid Deferred Interest with respect to such Secured Notes) to the day
of redemption plus (c) (in the case of the Class A-1A-S Notes) any
accrued and unpaid Commitment Fee Amount to the day of redemption.
The Redemption Price for each Subordinated Note will be its
proportional share (based on the outstanding principal amount of such
Notes) of the amount of the proceeds of the Assets remaining after
giving effect to the Optional Redemption of the Secured Notes and
payment in full of (and/or creation of a reserve for) all expenses of the
Co-Issuers.
Revolving Advances:
Pursuant to a Note Purchase Agreement to be entered into among the
Issuer, the Co-Issuer, the Class A-1A-S Note Agent and the holders of
the Class A-1A-S Notes (the "Note Purchase Agreement"), the holders
of the Class A-1A-S Notes will commit to make advances to the Issuer
during the Draw Period, subject to compliance with certain borrowing
conditions specified therein, in an aggregate outstanding principal
amount at any one time up to $100,000,000. The Bank of New York
Trust Company, National Association, will serve as "Class A-1A-S
Note Agent" under the Note Purchase Agreement. See "Description of
the Offered Securities—The Indenture and the Secured Notes—Class
A-1A-S Notes Borrowings."
6