GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

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Single Obligor Rating of "Caa1"/"CCC+" and below Third Party Credit Exposure S&P Rating derived from a Moody's Rating Moody's Rating derived from an S&P Rating Interest less frequently than quarterly; semi-annually Zero-Coupon Securities Structured Finance Obligations Permitted Purchased Defaulted Obligations (xii) not more than 2.0% of the Collateral Principal Amount may consist of obligations issued by a single obligor, except that (x) obligations issued by up to five obligors may each constitute up to 3.0% of the Collateral Principal Amount and (y) obligations issued by a single obligor in respect of a Structured Finance Obligation may constitute no more than 2.0% of the Collateral Principal Amount; (xiii) not more than 15.0% of the Collateral Principal Amount may consist of, without duplication, Collateral Obligations with a Moody's Rating of "Caa1" or below or an S&P Rating of "CCC+" or below; (xiv) the Third Party Credit Exposure may not exceed 20.0% of the Collateral Principal Amount and the Third Party Credit Exposure Limits may not be exceeded; (xv) not more than 10.0% of the Collateral Principal Amount may have an S&P Rating derived from a Moody's Rating as set forth in clause (iii)(a) of the definition of the term "S&P Rating"; (xvi) not more than 10.0% of the Collateral Principal Amount may consist of Collateral Obligations with a Moody's Rating derived from an S&P Rating as provided in clauses (iv)(A)(1) or (2) of the definition of the term "Moody's Derived Rating"; (xvii) not more than 15.0% of the Collateral Principal Amount may consist of Collateral Obligations that pay interest less frequently than quarterly and not more than 3.0% of the Collateral Principal Amount may consist of Collateral Obligations that pay interest less frequently than semi-annually; (xviii) not more than 3.0% of the Collateral Principal Amount may consist of Zero-Coupon Securities; (xix) not more than 5.0% of the Collateral Principal Amount may consist of Structured Finance Obligations and not more than 2.0% of the Collateral Principal Amount may consist of collateralized loan obligations; and (xx) not more than 3.0% of the Collateral Principal Amount may consist of Permitted Purchased Defaulted Obligations. "Group I Country" means The Netherlands and the United Kingdom (or such other countries as may be notified by Moody's to the Portfolio Manager from time to time). "Group II Country" means Germany, Ireland, Sweden and Switzerland (or such other countries as may be notified by Moody's to the Portfolio Manager from time to time). "Group <strong>III</strong> Country" means Austria, Belgium, Denmark, Finland, France, Iceland, Liechtenstein, Luxembourg, Norway and Spain (or 24
such other countries as may be notified by Moody's to the Portfolio Manager from time to time). "Collateral Principal Amount" means, as of any date of determination, the sum of (a) the aggregate principal balance of the Collateral Obligations (other than Defaulted Obligations (except to the extent set forth below)), (b) without duplication, the amounts on deposit in the Collection Account and the Ramp-Up Account (including Eligible Investments therein) representing Principal Proceeds and, from and after a default under a Securities Lending Agreement, the amounts on deposit in the related Securities Lending Account (including Eligible Investments therein) and (c) without duplication, the Aggregate Undrawn Amount of the Class A-1A-S Notes. For purposes of determining compliance with clause (xx) of the Concentration Limitations, the Collateral Principal Amount will include the principal balance of all Permitted Purchased Defaulted Obligations. Coverage Tests and the Reinvestment Overcollateralization Test: The Coverage Tests will be used primarily to determine whether principal and interest may be paid on the Secured Notes and distributions may be made on the Subordinated Notes or whether funds which would otherwise be used to pay interest on the Secured Notes other than the Class A Notes and to make distributions on the Subordinated Notes must instead be used to pay principal on one or more Classes of Secured Notes according to the priorities referred to in "Summary of Terms—Priority of Payments." The "Coverage Tests" will consist of the Overcollateralization Ratio Test and the Interest Coverage Test applied respectively to the Class A Notes (together, the "Class A Coverage Tests"), the Class B Notes (together, the "Class B Coverage Tests"), the Class C Notes (together, the "Class C Coverage Tests") and the Class D Notes (the "Class D Coverage Tests"). Measurement of the degree of compliance with the Overcollateralization Ratio Tests will be required as of the Closing Date and each Measurement Date thereafter. Measurement of the degree of compliance with the Interest Coverage Tests will be required as of the later of the Determination Date immediately preceding the second Payment Date and the Measurement Date occurring on the last day of the Ramp-Up Period and each subsequent Measurement Date. In addition, the Reinvestment Overcollateralization Test, which is not a Coverage Test, will apply as described herein. The "Overcollateralization Ratio Test" and "Interest Coverage Test" applicable to the indicated Class or Classes of Secured Notes will be satisfied as of any applicable date of determination if the applicable Overcollateralization Ratio or Interest Coverage Ratio, as the case may be, is at least equal to the applicable ratio indicated below or such Class or Classes of Secured Notes is no longer outstanding. If the Coverage Tests are not satisfied on any applicable date of determination, the Issuer will be required to apply available amounts in the Payment Account on the related Payment Date to make payments in accordance with the Note Payment 25
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 and 12: 1 2 3 4 5 6 7 Each Class of Offered
Page 13 and 14: Stated Note interest Deferral of in
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: 7.5% All Group II Countries in the
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
Page 63 and 64: "London Banking Day" means a day on
Page 65 and 66: conditions described below. Prior t
Page 67 and 68: achieve compliance with such Covera
Page 69 and 70: Payments—Application of Principal
Page 71 and 72: Issuer or the Portfolio Manager or
Page 73 and 74: such supplemental indenture and not
Page 75 and 76: (iii) (iv) (v) (vi) (vii) (viii) (i
Page 77 and 78: Notwithstanding anything herein to
Page 79 and 80: of one or more permanent global not
Page 81 and 82: person who takes delivery in the fo
Page 83 and 84:
epaid, from the proceeds of the Ass
Page 85 and 86:
The Secured Notes Ratings of the Se
Page 87 and 88:
The composition of the Collateral O
Page 89 and 90:
Obligation (excluding the unfunded
Page 91 and 92:
(i) (ii) (iii) (iv) (v) An "Issuer
Page 93 and 94:
Minimum Weighted Average Moody's Re
Page 95 and 96:
For purposes of calculating all Con
Page 97 and 98:
compliance with the Concentration L
Page 99 and 100:
(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
Page 119 and 120:
Eric Seeve Research Analyst Prior t
Page 121 and 122:
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
Page 149 and 150:
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
Page 178 and 179:
Obligation has been withdrawn, the
Page 180 and 181:
"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:
Page 216 and 217:
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
Page 224 and 225:
Name of Purchaser: Dated: By: Name:
Page 226 and 227:
ERISA AND THE REGULATIONS PROMULGAT
Page 228 and 229:
IN WITNESS WHEREOF, the undersigned
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(ii) If not determined pursuant to
Page 232 and 233:
(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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