GoldenTree Loan Opportunities III, Limited - Irish Stock Exchange

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Each of the Issuer and the Co-Issuer is recently formed, has no significant operating history, has no assets other than the Assets and is limited in its permitted activities. Each of the Issuer and the Co-Issuer is a recently incorporated or organized entity and has no prior operating history or track record other than in connection with the accumulation of Assets for the CLO transaction. Accordingly, neither the Issuer nor the Co-Issuer has a performance history for a prospective investor to consider in making its decision to invest in the Offered Securities. The Offered Securities are not guaranteed by the Co-Issuers, the Initial Purchaser, the Placement Agent, the Portfolio Manager, any Hedge Counterparty or the Trustee. None of the Co-Issuers, the Initial Purchaser, the Placement Agent, the Portfolio Manager, any Hedge Counterparty, the Collateral Administrator or the Trustee or any affiliate thereof makes any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) to investors of ownership of the Offered Securities and no purchaser may rely on any such party for a determination of expected or projected success, profitability, return, performance result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) to such purchaser of ownership of the Offered Securities. Each purchaser of any Class of the Offered Securities (other than the Class A-1A-S Notes), by its acceptance thereof, will be deemed, and each purchaser of the Certificated Subordinated Notes and the Class A-1A-S Notes, by its acceptance thereof, will be required, to represent to the Issuer and the Initial Purchaser or the Placement Agent, as applicable, among other things, that such purchaser has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors regarding investment in the Offered Securities as such purchaser has deemed necessary and that the investment by such purchaser is within its powers and authority, is permissible under applicable laws governing such purchase, has been duly authorized by it and complies with applicable securities laws and other laws. Non-Compliance with Restrictions on Ownership of the Offered Securities and the United States Investment Company Act of 1940 Could Adversely Affect the Issuer Neither the Issuer nor the Co-Issuer has registered with the United States Securities and <strong>Exchange</strong> Commission ("SEC") as an investment company pursuant to the Investment Company Act, in reliance on an exception under Section 3(c)(7) of the Investment Company Act for investment companies (a) whose outstanding securities are beneficially owned only by "qualified purchasers" and "knowledgeable employees" and certain transferees thereof identified in Rules 3c-5 and 3c-6 under the Investment Company Act and (b) which do not make a public offering of their securities in the United States. If the SEC or a court of competent jurisdiction were to find that the Issuer or the Co-Issuer is required, but in violation of the Investment Company Act had failed, to register as an investment company, possible consequences include, but are not limited to, the following: (i) the SEC could apply to a district court to enjoin the violation; (ii) investors in the Issuer and the Co-Issuer could sue the Issuer and the Co-Issuer and recover any damages caused by the violation; and (iii) any contract to which the Issuer and/or the Co- Issuer is party that is made in violation of the Investment Company Act or whose performance involves such violation would be unenforceable by any party to the contract unless a court were to find that under the circumstances enforcement would produce a more equitable result than non-enforcement and would not be inconsistent with the purposes of the Investment Company Act. In addition, such a finding would constitute an Event of Default under the Indenture. Should the Issuer or the Co-Issuer be subjected to any or all of the foregoing, the Issuer and the Co-Issuer would be materially and adversely affected. 38
Book-Entry holders are not considered holders under the Indenture. Holders of beneficial interests in any Offered Securities held in global form will not be considered holders of such Offered Securities under the Indenture. After payment of any interest, principal or other amount to DTC, neither the Issuer nor the Co-Issuer will have any responsibility or liability for the payment of such amount by DTC or to any holder of a beneficial interest in an Offered Security. DTC or its nominee will be the sole holder for any Offered Securities held in global form, and therefore each person owning a beneficial interest in an Offered Security held in global form must rely on the procedures of DTC (and if such person is not a participant in DTC on the procedures of the participant through which such person holds such interest) with respect to the exercise of any rights of a holder of an Offered Security under the Indenture. German taxation of Holders under the German Investment Tax Act There is currently legal uncertainty in the Federal Republic of Germany as to whether the German Investment Tax Act (Investmentsteuergesetz) would apply to certain classes of CDO notes and similar instruments. In particular, although the German Federal Ministry of Finance issued a decree relating to the German Investment Tax Act on 2nd June 2005 (the "Decree"), which should largely exclude CDO notes and similar instruments from the scope of the German Investment Tax Act provided that the tests set out in the Decree are met, there is a residual risk as to the interpretation of such tests. If the German Investment Tax Act should apply to any classes of Offered Securities, this could have an adverse impact on the tax position of any German tax resident holders unless the Issuer complies with minimum statutory reporting and publication requirements of the German Investment Tax Act (the "Minimum Reporting Requirements"). The Issuer has made no arrangements to comply with the Minimum Reporting Requirements. Prospective holders of Offered Securities who are German tax residents are urged to consult their tax advisers on this matter as to (i) whether the Offered Securities are within the scope of the German Investment Tax Act, in particular whether the Offered Securities are exempt under the Decree, and (ii) the legal and tax consequences that may arise from the possible application of the German Investment Tax Act to the Offered Securities. The Issuer will, with respect to any Class of Offered Securities, upon request of a holder of Offered Securities of such Class, use commercially reasonable efforts to comply with the Minimum Reporting Requirements, provided that the holder making such request agrees (or, if there is more than one holder of such Class of Offered Securities making such request, such holders jointly agree) to pay all fees, costs and expenses of the Trustee relating thereto as they become due and to reimburse the Issuer for any cost properly incurred in connection with the reporting for such holder(s) and compliance with the Minimum Reporting Requirements is not unduly burdensome for the Issuer or the Trustee. For the avoidance of doubt, such reporting does not include reporting with regard to Zwischengewinn (interim profit), so that the special lump-sum taxation regarding Zwischengewinn under the German Investment Tax Act would apply, and such reporting does not include reporting regarding Aktiengewinn (equity gain). The Issuer shall have no liability whatsoever for any information provided under the Minimum Reporting Requirements, and the Issuer shall have no liability in relation to whether the German tax authorities accept such reporting and with respect to any tax consequences to any holder of Offered Securities or other party. Investments of the Issuer which might themselves be qualified as units in a foreign investment fund within the meaning of the German Investment Tax Act would have to be reported by the Issuer as being subject to the lump-sum taxation within the meaning of the German Investment Tax Act. 39
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 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: amount of payments received by the
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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