GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

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____________________ The Co-Issuers have prepared this offering circular solely for use in connection with the offering of the Offered Securities and for listing purposes. The Co-Issuers accept responsibility for the information in this offering circular (other than the information contained under the headings "Risk factors—Relating to certain conflicts of interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager" and "The Portfolio Manager"). To the best knowledge and belief of the Co-Issuers the information contained in this offering circular (other than the information contained under the headings "Risk factors—Relating to certain conflicts of interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager" and "The Portfolio Manager") is in accordance with the facts and does not omit anything likely to affect the import of such information. The Portfolio Manager accepts responsibility for the information contained under the headings "Risk factors—Relating to certain conflicts of interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager" and "The Portfolio Manager". To the best knowledge and belief of the Portfolio Manager the information contained under the headings "Risk factors—Relating to certain conflicts of interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager" and "The Portfolio Manager" is in accordance with the facts and does not omit anything likely to affect the import of such information. ____________________ You are responsible for making your own examination of the Co-Issuers and the Portfolio Manager and your own assessment of the merits and risks of investing in the Offered Securities. By purchasing any Offered Securities, you will be deemed to have acknowledged that: • you have reviewed this offering circular; • you have had an opportunity to request any additional information that you need from the Co-Issuers and the Portfolio Manager; and • none of JPMorgan, the Trustee or (except with respect to the information contained under the headings "Risk factors—Relating to certain conflicts of interest—The Issuer will be subject to various conflicts of interest involving the Portfolio Manager" and "The Portfolio Manager") the Portfolio Manager is making any representation to you concerning the accuracy or completeness of this offering circular or the future performance of the Co-Issuers. None of the Co-Issuers, the Portfolio Manager, JPMorgan or the Trustee is providing you with any legal, business, tax or other advice in this offering circular. You should consult with your own advisors as needed to assist you in making an investment decision and to advise you as to whether you are legally permitted to purchase the Offered Securities. The Offered Securities have not been recommended by any federal, state or other regulatory authority, nor has any such authority determined that this offering circular is accurate or complete. Any representation to the contrary is a criminal offense. ____________________ You must comply with all laws that apply to you in any place where you buy, offer or sell any Offered Securities or possess this offering circular. You must also obtain any consents or approvals that you need ii
in order to purchase any Offered Securities. None of the Co-Issuers, the Portfolio Manager, JPMorgan or the Trustee is responsible for your compliance with these legal requirements. You are hereby notified that a seller of the Offered Securities may rely on an exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A or by Section 4(2) of the Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. Important information regarding offers and sales of the Offered Securities The Offered Securities, and the assets backing them, are subject to modification or revision and are offered on a "when, as and if issued" basis. You understand that, when you are considering the purchase of the Offered Securities, a binding contract of sale will not exist prior to the time that the relevant class has been priced and JPMorgan has confirmed the allocation of such securities to be made to you; prior to that time any "indications of interest" expressed by you, and any "soft circles" generated by JPMorgan will not create binding contractual obligations for you or JPMorgan and may be withdrawn at any time. You may commit to purchase one or more Classes of Offered Securities that have characteristics that may change, and you are advised that all or a portion of the Offered Securities may not be issued with the characteristics described in this offering circular. JPMorgan's obligation to sell or place such Offered Securities to you is conditioned on the securities having the characteristics described in this offering circular. If JPMorgan determines that condition is not satisfied in any material respect, you will be notified, and none of the Issuer, the Co-Issuer or JPMorgan will have any obligation to you to deliver any portion of the Offered Securities that you have committed to purchase, and there will be no liability among the Issuers, JPMorgan, their respective affiliates and you as a consequence of the non-delivery. The information contained in this offering circular supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of contract of sale. Notice to New Hampshire residents NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. iii
Page 1 and 2: GoldenTree Loan Opportunities III,
Page 3: IMPORTANT INFORMATION REGARDING THI
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 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
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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
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place of business is New York, New
Page 113 and 114:
Julia Balanova Research Analyst Pri
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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
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The activities of the Administrator
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United States or other countries. G
Page 137 and 138:
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
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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