GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

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Risk Factors An investment in the Offered Securities involves certain risks. Prospective investors should carefully consider the following factors, in addition to the matters set forth elsewhere in this offering circular, prior to investing in the Offered Securities. Relating to the Offered Securities The Offered Securities will have limited Liquidity; the Offered Securities are subject to substantial transfer restrictions. Currently, no market exists for the Offered Securities. Neither the Initial Purchaser nor the Placement Agent is under any obligation to make a market for the Offered Securities. There can be no assurance that any secondary market for any of the Offered Securities will develop, or if a secondary market does develop, that it will provide the holders of the Notes with liquidity of investment or will continue for the life of the Offered Securities. Consequently, a purchaser of Offered Securities must be prepared to hold the Offered Securities until their Stated Maturity. In addition, the Offered Securities are subject to certain transfer restrictions and can only be transferred to certain transferees as described herein under "Transfer Restrictions." As described herein, the Issuer may, in the future, impose additional restrictions to comply with changes in applicable law. Such restrictions on the transfer of the Offered Securities may further limit their liquidity. The Offered Securities will not be registered under the Securities Act or any state securities laws, and the Co-Issuers have no plans, and are under no obligation, to register the Offered Securities under the Securities Act. The Class A-1A-S Notes are also subject to additional transfer restrictions as described in "Transfer Restrictions⎯Class A-1A-S Notes." An investor in the Composite Notes may exchange its Composite Notes for the Notes to which its Components relate. However, after such exchange, such Notes would be subject to the liquidity risks with respect to the underlying Classes of Notes described above. Neither the Initial Purchaser nor the Placement Agent will have ongoing responsibility for the Assets or the actions of the Portfolio Manager or the Issuer. The Initial Purchaser and the Placement Agent will have no obligation to monitor the performance of the Assets or the actions of the Portfolio Manager or the Issuer and will have no authority to advise the Portfolio Manager or the Issuer or to direct their actions, which will be solely the responsibility of the Portfolio Manager and /or the Issuer, as the case may be. If either or both of the Initial Purchaser or the Placement Agent acts as Hedge Counterparty, Synthetic Security Counterparty or Securities Lending Counterparty or owns Notes or Composite Notes, it will have no responsibility to consider the interests of any holders of Notes or Composite Notes in actions it takes in such capacities. While the Initial Purchaser or the Placement Agent may own Offered Securities at any time, they have no obligation to make any investment in any Offered Securities and may sell at any time any Offered Securities they do purchase. The Notes are limited recourse obligations of the Issuer; investors must rely on available collections from the Collateral Obligations and will have no other source for payment. The Notes and the Composite Notes are limited recourse obligations of the Issuer and the Senior Notes are non-recourse obligations of the Co-Issuer; therefore, the Offered Securities are payable solely from the Collateral Obligations and all other Assets pledged by the Co-Issuers pursuant to the Indenture. None of the Trustee, the Collateral Administrator, the Portfolio Manager, the Initial Purchaser, the Placement Agent or any of their respective affiliates or the Co-Issuers' affiliates or any other person or entity will be 30
obligated to make payments on the Offered Securities. Consequently, holders of the Offered Securities must rely solely on distributions on the Assets for payments on the Offered Securities. If distributions on such Assets are insufficient to make payments on the Offered Securities, no other assets (in particular, no assets of the Portfolio Manager, the holders of the Offered Securities, the Initial Purchaser, the Placement Agent, the Trustee, or any affiliates of any of the foregoing) will be available for payment of the deficiency and all obligations of the Co-Issuers and any claims against the Co-Issuers in respect of the Offered Securities will be extinguished and will not revive. The Subordinated Notes are unsecured obligations of the Issuer. The Subordinated Notes are limited recourse obligations of the Issuer. The Subordinated Notes (including the Subordinated Note Components of the Composite Notes) will not be secured by any of the Assets, and will not generally be entitled to exercise remedies under the Indenture and, while the Secured Notes are outstanding, the Trustee will have no obligation to act on behalf of the holders of Subordinated Notes. Distributions to holders of the Subordinated Notes will be made solely from distributions on the Assets after all other payments have been made pursuant to the priority of payments described herein. There can be no assurance that the distributions on the Assets will be sufficient to make distributions to holders of the Subordinated Notes after making payments that rank senior to payments on the Subordinated Notes. The Issuer's ability to make distributions to the holders of the Subordinated Notes will be limited by the terms of the Indenture. If distributions on the Assets are insufficient to make distributions on the Subordinated Notes, no other assets will be available for any such distributions. See "Description of the Offered Securities—The Subordinated Notes." The subordination of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Subordinated Notes will affect their right to payment. The Senior Class A Notes are subordinated to certain amounts payable by the Issuer to other parties as set forth in the priority of payments (including taxes, amounts owing to the holder of the Financed Amount Note, Administrative Expenses, Base Management Fees and certain payments under the Hedge Agreements); the Class A-1A-S Notes and the Class A-1A-J Notes are pari passu in right of payment to the Class A-1B-S Notes and the Class A-1B-J Notes (treating the Class A-1A-S Notes and the Class A- 1A-J Notes together as a single subclass for this purpose and the Class A-1B-S Notes and the Class A-1B- J Notes together as a single subclass for this purpose), as between the Class A-1A-S Notes and the Class A-1A-J Notes, the Class A-1B-J Notes are subordinated on each Payment Date to the Class A-1A-S Notes and as between the Class A-1B-S Notes and the Class A-1B-J Notes, the Class A-1B-J Notes are subordinated on each Payment Date to the Class A-1B-S Notes; the Class A-2 Notes are subordinated on each Payment Date to certain amounts payable by the Issuer to other parties as set forth in the priority of payments (including taxes, amounts owing to the holder of the Financed Amount Note, Administrative Expenses, Base Management Fees and certain payments under the Hedge Agreements) and the Senior Class A Notes; the Class B Notes are subordinated on each Payment Date to certain amounts payable by the Issuer to other parties as set forth in the priority of payments (including taxes, amounts owing to the holder of the Financed Amount Note, Administrative Expenses, Base Management Fees and certain payments under the Hedge Agreements) and the Class A Notes; the Class C Notes are subordinated on each Payment Date to certain amounts payable by the Issuer to other parties as set forth in the priority of payments (including taxes, amounts owing to the holder of the Financed Amount Note, Administrative Expenses, Base Management Fees and certain payments under the Hedge Agreements), the Class A Notes and the Class B Notes; the Class D Notes are subordinated on each Payment Date to certain amounts payable by the Issuer to other parties as set forth in the priority of payments (including taxes, amounts owing to the holder of the Financed Amount Note, Administrative Expenses, Base Management Fees and certain payments under the Hedge Agreements), the Class A Notes, the Class B Notes and the Class C Notes; and the Subordinated Notes are subordinated on each Payment Date to certain amounts payable by 31
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 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: ERISA Additional issuance See "ERIS
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
Page 101 and 102:
The Collection and Payment Accounts
Page 103 and 104:
any such Delayed Drawdown Collatera
Page 105 and 106:
certain expenses of the Issuer incu
Page 107 and 108:
Securities lending Unless an Event
Page 109 and 110:
General the Rating Agencies as if s
Page 111 and 112:
place of business is New York, New
Page 113 and 114:
Julia Balanova Research Analyst Pri
Page 115 and 116:
Manhattan Bank. Mr. Fleming receive
Page 117 and 118:
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
Page 123 and 124:
implement consistent investment sys
Page 125 and 126:
Michael Winderman Director, Structu
Page 127 and 128:
any action taken by, or any failure
Page 129 and 130:
Issuer, each Rating Agency, each ho
Page 131 and 132:
Subject to the contracting restrict
Page 133 and 134:
The activities of the Administrator
Page 135 and 136:
United States or other countries. G
Page 137 and 138:
For United States federal income ta
Page 139 and 140:
holding or disposing of the Subordi
Page 141 and 142:
A U.S. Holder that makes the QEF el
Page 143 and 144:
Taxation of Non-U.S. Holders of Sub
Page 145 and 146:
• Any such advice is written to s
Page 147 and 148:
the Plan's assets include both the
Page 149 and 150:
influence over the management or po
Page 151 and 152:
Any Plan fiduciary or other person
Page 154 and 155:
Global Secured Notes, Global Compos
Page 156 and 157:
applicable, and that in each case b
Page 158 and 159:
Section 3(c)(7) of the Investment C
Page 160 and 161:
The Subordinated Notes in the form
Page 162 and 163:
each payment date of principal of a
Page 164 and 165:
transferred only (a) to a "qualifie
Page 166 and 167:
“Code”), that is subject to Sec
Page 168 and 169:
purchaser by soliciting one or more
Page 170 and 171:
9. The Secured Notes in certificate
Page 172 and 173:
(ii) the Rating Agencies for fees a
Page 174 and 175:
(i) (ii) the aggregate principal ba
Page 176 and 177:
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
Page 182 and 183:
(vi) a Reinvestment Agreement issue
Page 184 and 185:
thereof. Under the Financed Amount
Page 186 and 187:
and the Ramp-Up Account (including
Page 188 and 189:
the sum of all payments of interest
Page 190 and 191:
Moody's credit rating of Selling In
Page 192 and 193:
"Permitted Purchased Defaulted Obli
Page 194 and 195:
"Required Reserve Amount" means, wi
Page 196 and 197:
Long-Term Senior Unsecured Debt Rat
Page 198 and 199:
(ii) each distribution of Principal
Page 200 and 201:
"Type III Class D Note Component" m
Page 202 and 203:
Class A-1A-J Notes.................
Page 204 and 205:
Financed Amount Interest Payment Am
Page 206 and 207:
Note Purchase Agreement............
Page 208 and 209:
Senior Secured Loan................
Page 210 and 211:
Annex A-1 Form of purchaser represe
Page 212 and 213:
a Knowledgeable Employee or a Quali
Page 214 and 215:
Name of Purchaser: Dated: By: Name:
Page 216 and 217:
general account (i.e., the insuranc
Page 218 and 219:
more than 33 1/3% of the Aggregate
Page 220 and 221:
Annex A-3 Form of Purchaser represe
Page 222 and 223:
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
Page 230 and 231:
(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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