GoldenTree Loan Management EUR CLO 3: 06 September 2019

The assets securing the Notes will consist of a portfolio of primarily Senior Loans, Senior Secured Bonds, Mezzanine Obligations and High Yield Bonds, and will be managed by GoldenTree Loan Management, LP.

Eligibility criteria (includes): it is a Senior Secured Loan, a Senior Secured Bond, an Unsecured Senior Loan, a Mezzanine Obligation, a Second Lien Loan, a Corporate Rescue Loan, a Bridge Loan or a High Yield Bond; it is not a Defaulted Obligation or a Credit Impaired Obligation; it is not a lease; it is not a Zero Coupon Security; it is not a Structured Finance Security, letter of credit or a Synthetic Security; it is not a debt obligation that pays scheduled interest less frequently than annually (other than, for the avoidance of doubt, PIK Securities); is not an obligation of a borrower who or which is resident in or incorporated under the laws of Ireland and who or which is not acting in the conduct of a business or profession; it is not a Project Finance Loan; if it is a Revolving Obligation or Delayed Drawdown Collateral Debt Obligation, it can only be drawn in Euro.

The Issuer anticipates that, by the Issue Date, it or the Investment Manager on its behalf will have purchased or committed to purchase Collateral Debt Obligations, the Aggregate Principal Balance of which is approximately 90.0% of the Target Par Amount.

Barclays Bank plc as Lead Initial Purchaser and Morgan Stanley & Co. International plc and Citigroup Global Markets Limited as Co-Initial Purchasers expect to offer the Notes from time to time in individually negotiated transactions at varying prices to be determined in each case at the time of sale. Goldman Sachs International and Wells Fargo Securities International Limited will act as Placement Agents for the Notes and may also offer the Notes from time to time in individually negotiated transactions at varying prices to be determined in each case at the time of sale.

EU Risk Retention: The Investment Manager in its capacity as Retention Holder will hold the Retention Notes and will irrevocably and unconditionally undertake to retain a material net economic interest in the Retention Notes of not less than the greater of (i) during the Reinvestment Period only, 5.1% of the Aggregate Collateral Balance as of the Issue Date and (ii) 5% of the current Aggregate Collateral Balance, in accordance with the EU Retention Requirements.

US Risk Retention: Based on the LSTA Decision, it should be assumed by each prospective investor that no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the U.S. Risk Retention Rules.