NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE AND NOTICE OF OPTIONAL REDEMPTION BY REFINANCING ATRIUM VIII ATRIUM VIII LLC

Transcription

1 Corporate Trust Services 9062 Old Annapolis Road Columbia, MD MAC: R NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE AND NOTICE OF OPTIONAL REDEMPTION BY REFINANCING ATRIUM VIII ATRIUM VIII LLC To: The Parties Listed on Schedule I hereto. June 24, 2015 Ladies and Gentlemen: Reference is made to that certain Indenture dated as of October 23, 2012 (as amended, modified or supplemented, the Indenture ) among ATRIUM VIII, as Issuer (the Issuer ), ATRIUM VIII LLC, as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co- Issuers ), and WELLS FARGO BANK, N.A., as trustee (the Trustee ). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture. I. Notice to Nominees and Custodians. If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice. II. Notice of Proposed Supplemental Indenture. Pursuant to Section 8.3(b) of the Indenture, the Trustee hereby provides notice of a proposed supplemental indenture to be entered into pursuant to Sections 8.1(a)(viii), 8.1(a)(xi), 8.1(a)(xvii), 8.2(a)(xii) and 8.2(a) of the Indenture (the Supplemental Indenture ), which will supplement the Indenture according to its terms and which will be executed by the Issuer, the Co-Issuer and the Trustee upon satisfaction of all conditions precedent set forth in the Indenture and the Supplemental Indenture. At the direction of the Issuer, the Trustee hereby provides a copy of a letter from the Issuer describing the Supplemental Indenture. The letter is attached to this Notice as Exhibit A. A copy of the proposed Supplemental Indenture is attached hereto as Exhibit B. The Notice Record Date for determining the Holders entitled to receive this Notice of Proposed Supplemental Indenture shall be June 24, THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS OF THE NOTES IN RESPECT OF THE SUPPLEMENTAL INDENTURE AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH HOU: /00548: v2

2 RESPECT TO THE SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR. As described in the attached letter from the Issuer, the proposed Supplemental Indenture requires the written consent (the Consent ) of each Holder of the Subordinated Notes within 15 Business Days of this notice. Accordingly, Holders of Subordinated Notes, as of the Notice Record Date, that wish to consent to the Supplemental Indenture can request a form of consent from Credit Suisse Securities (USA) LLC by at list.ib-gcp-clo-dea-tea@credit-suisse.com (please include in the subject line Atrium VIII) or from the Trustee by at sara.a.derose@wellsfargo.com. III. Notice of Redemption by Refinancing. Pursuant to Section 9.2 of the Indenture, at least a Majority of the Subordinated Notes directed the Co-Issuers to redeem the Secured Notes, in whole but not in part, from Refinancing Proceeds. In accordance with Section 9.4 of the Indenture and at the direction of the Issuer, the Trustee hereby provides notice of the following information relating to the Optional Redemption by Refinancing: The Redemption Date will be July 23, The Redemption Price of the Notes to be redeemed shall be: for the Class A-1 Notes U.S. $299,316, (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); for the Class A-2 Notes U.S. $20,125, (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); for the Class B Notes U.S. $53,372, (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); for the Class C Notes U.S. $42,374, (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date; for the Class D Notes U.S. $26,313, (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); and for the Class E Notes U.S. $21,333, (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date). HOU: /00548: v2 2

3 All of the Secured Notes will be redeemed in full, and interest on such Secured Notes shall cease to accrue on the Redemption Date. The Subordinated Notes will not be redeemed on the Redemption Date. Payment of the Redemption Price on the Secured Notes to be redeemed will be made only upon presentation and surrender of such Notes at the offices of the Trustee. To surrender Notes, please present and surrender the Notes to one of the following places by one of the following methods: By Mail or Courier Service: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N th Street & Marquette Avenue Minneapolis, MN By Registered or Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N P.O. Box 1517 Minneapolis, MN In Person, By Hand: Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building, 12 th floor 608 2nd Avenue South Minneapolis, MN Under the provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended in 1992, 2001 and most recently, the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the Act ), the Paying Agent making payment of interest or principal on securities may be obligated to withhold a percentage of the principal of a holder who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding under the Act. Holders of the Notes who wish to avoid the application of these provisions should submit either a completed IRS (Internal Revenue Service) form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when presenting the Notes for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515, W-8 forms and W-9 forms and instructions are available through the IRS via their web site at All questions should be directed to the attention of Sara DeRose by telephone at (410) , by at sara.a.derose@wellsfargo.com, or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Sara DeRose, MAC R , 9062 Old Annapolis, Columbia, MD The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee does not make recommendations or give investment advice herein or as to the Notes generally. WELLS FARGO BANK, N.A., as Trustee HOU: /00548: v2 3

4 Schedule I Addressees Holders of Notes: 04964HAA6, 04964HAJ7, 04964HAC2, 04964HAE8, G0621JAC4, 04964HAG3, G0621JAD2, 04964JAA2, G06209AA1, 04964JAD6 Issuer: Atrium VIII c/o Appleby Trust (Cayman) Ltd. Clifton House, 75 Fort Street George Town, Grand Cayman KY1-1108, Cayman Islands atclsf@applebyglobal.com Co-Issuer: Atrium VIII LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attn: Donald J. Puglisi Portfolio Manager: Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York Attn: John G. Popp Collateral Administrator/Information Agent: Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland Rating Agencies: Standard & Poor s: CDO_Surveillance@standardandpoors.com Moody s: cdomonitoring@moodys.com Irish Stock Exchange: 28 Anglesea Street The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders. HOU: /00548: v2 4

5 Dublin 2, Ireland Irish Listing Agent: McCann FitzGerald Listing Services Limited Riverside One Sir John Rogerson s Quay Dublin 2, Ireland HOU: /00548: v2 5

6 EXHIBIT A LETTER FROM THE ISSUER HOU: /00548: v2 6

7 ATRIUM VIII c/o Appleby (Cayman) Ltd., Clifton House, 75 Fort Street P.O. Box 190, George Town, Grand Cayman, KY1-1104, Cayman Islands June 24, 2015 Re: Refinancing of the Secured Notes of Atrium VIII Dear Holder: You are receiving this letter because you are a holder of an ownership interest in Notes issued by Atrium VIII ( the Issuer ) and Atrium VIII LLC ( the Co-Issuer, and together with the Issuer the Co- Issuers ) for which Credit Suisse Asset Management, LLC serves as portfolio manager. The Co-Issuers have been directed by all Holders of the Subordinated Notes to refinance all of the Secured Notes. If the conditions to an optional redemption by refinancing under the indenture are satisfied and these Notes are refinanced, a supplemental indenture will be required. A draft of the proposed supplemental indenture is attached to this notice. In order to meet certain deadlines under the indenture to allow the refinancing to occur on the next distribution date, the Issuer has requested that the Trustee send you this notice. If the refinancing does not occur, the attached proposed supplemental indenture will not be executed and will have no effect. In addition to making modifications required for the refinancing, the attached proposed supplemental indenture includes modifications proposed to allow the Issuer to qualify for the loan securitization exemption from the definition of covered fund under the Volcker Rule (Section 13 of the Bank Holding Company Act of 1956, as amended, and any applicable implementing regulations). The attached proposed supplemental indenture also includes modifications to facilitate the Co-Issuers ability to comply with the U.S. Foreign Account Tax Compliance Act (FATCA) and to conform to certain changes by S&P to its methodologies relating to collateral debt obligations. The consent of the Secured Notes is not being sought in connection with the supplemental indenture because the supplemental indenture will only be executed if the refinancing occurs. Because the Secured Notes will not remain outstanding after the execution date of the supplemental indenture, the Co-Issuers have determined that the Secured Notes will not be materially and adversely affected. Consent of all Holders of the Subordinated Notes will be sought in connection with the supplemental indenture. If consent of all Holders of the Subordinated Notes is not received, the supplemental indenture will not be executed and will have no effect. A final form of the supplemental indenture will be distributed prior to the execution date and consent of all Holders of the Subordinated Notes will be sought based on the final draft of the supplement.

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9 EXHIBIT B PROPOSED SUPPLEMENTAL INDENTURE HOU: /00548: v2 7

10 CGSH Draft [DC _9] This FIRST SUPPLEMENTAL INDENTURE dated as of July 23, 2015 (this Supplemental Indenture ) to the Indenture dated as of October 23, 2012 (the Indenture ) is entered into among Atrium VIII, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), Atrium VIII LLC, a limited liability company formed under the laws of the State of Delaware (the Co Issuer and, together with the Issuer, the Co-Issuers ), and Wells Fargo Bank, N.A., as trustee (herein, together with its permitted successors in the trusts hereunder, the Trustee ). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. WHEREAS, pursuant to Section 8.1(a)(viii) of the Indenture, during the Reinvestment Period, subject to the approval of a Majority of the Subordinated Notes and Portfolio Manager, the Trustee and the Co-Issuers may enter into one or more indentures supplemental to the Indenture to make such changes as are necessary to permit the Applicable Issuers to issue replacement securities ( Replacement Notes ) in connection with a Refinancing in accordance with Section 9.2(b) of the Indenture; WHEREAS, pursuant to Section 8.1(a)(xi) of the Indenture, the Trustee and the Co- Issuers may enter into one or more indentures supplemental to the Indenture to take any action advisable to prevent the Issuer, any Tax Subsidiary and the holders of any Class of Notes from becoming subject to (or otherwise minimize) withholding or other taxes, fees or assessments, including by achieving FATCA Compliance, or to reduce the risk that the Issuer may be treated as engaged in a trade or business within the United States for U.S. federal income tax purposes or otherwise subject to United States federal, state or local income tax on a net income basis; WHEREAS, pursuant to Section 8.1(a)(xvii) of the Indenture, the Trustee and the Co- Issuers may enter into one or more indentures supplemental to the Indenture to conform to ratings criteria and other guidelines (including any alternative methodology published by either of the Rating Agencies) relating to collateral debt obligations in general published by either of the Rating Agencies; WHEREAS, pursuant to Section 8.2(a)(xii) of the Indenture, with the consent of each Holder of an Outstanding Note of each Class materially and adversely affected thereby and the consent of a Majority of the Controlling Class, the Trustee and the Co-Issuers may enter into one or more indentures supplemental to the Indenture to modify the provisions of Section 12.2(d) of the Indenture; WHEREAS, pursuant to Section 8.2(a) of the Indenture, with the consent of a Majority of each Class of Notes materially and adversely affected thereby, the Trustee and the Co Issuers may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of the Holders of the Notes of such Class under the Indenture; provided, however, that, no such supplemental indenture pursuant to Section 8.2(a) of the Indenture shall, without the consent of each Holder of each Outstanding Note of each Class materially and adversely affected thereby make certain changes set forth in Section 8.2(a); 1

11 WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this Supplemental Indenture; and WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Sections 8.1(a)(viii), 8.1(a)(xi), 8.1(a)(xvii) and 8.2(a) of the Indenture have been satisfied; WHEREAS, the Secured Notes issued on the Closing Date have been redeemed prior to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; and WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Replacement Note will be deemed to have consented to the execution of this First Supplemental Indenture by the Co-Issuers and the Trustee; NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows: I. Amendment. Effective as of the date hereof, the following amendments are made to the Indenture: A. The Indenture is amended with respect to issues related to the Refinancing as follows: (a) Annex A of the Indenture is amended as follows: (i) the following: The definition of Class A Notes is deleted in its entirety and replaced by Class A Notes : Prior to the Refinancing Date, the Class A-1 Notes and the Class A-2 Notes and on and after the Refinancing Date, the Class A-R Notes. (ii) the following: The definition of Class B Notes is deleted in its entirety and replaced by Class B Notes : Prior to the Refinancing Date, the Class B Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class B-R Notes. (iii) the following: The definition of Class C Notes is deleted in its entirety and replaced by Class C Notes : Prior to the Refinancing Date, the Class C Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3, and on and after the Refinancing Date, the Class C-R Notes. 2

12 (iv) the following: The definition of Class D Notes is deleted in its entirety and replaced by Class D Notes : Prior to the Refinancing Date, the Class D Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3, and on and after the Refinancing Date, the Class D-R Notes. (v) the following: The definition of Class E Notes is deleted in its entirety and replaced by (vi) Class E Notes : Prior to the Refinancing Date, the Class E Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class E-R Notes. (vii) The definition of Purchase Agreement is deleted in its entirety and replaced by the following: Purchase Agreement : With respect to (a) the Notes issued on the Closing Date, the agreement dated as of the Closing Date, by and between the Co-Issuers and the Initial Purchaser relating to the purchase of such Notes, as amended from time to time and (b) the Notes issued on the Refinancing Date, the agreement dated as of the Refinancing Date, by and between the Co-Issuers and the Initial Purchaser relating to the purchase of such Notes, as amended from time to time. (viii) The definition of Reinvestment Period is deleted in its entirety and replaced by the following: Reinvestment Period : The period from and including the Closing Date to and including the earliest of (a) the Distribution Date in October 2016, (b) the date of the acceleration of the Maturity of the Secured Notes pursuant to Section 5.2, (c) the end of the Collection Period related to a Redemption Date in connection with an Optional Redemption in which the Subordinated Notes are being redeemed and (d) the date on which the Portfolio Manager reasonably determines and notifies the Issuer, the Rating Agencies, the Trustee and the Collateral Administrator that it can no longer reinvest in additional Collateral Obligations in accordance with Section 12.2 or the Portfolio Management Agreement. Once terminated by an acceleration pursuant to Section 5.2, the Reinvestment Period will not be reinstated by a rescission of such acceleration without the consent of the Portfolio Manager. (ix) The following new definitions, as set forth below, are added to Annex A of the Indenture in alphabetical order: 3

13 Credit Suisse : Credit Suisse Securities (USA) LLC. Refinancing Date : July 23, Class A-R Notes : The Class A-R Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class B-R Notes : The Class B-R Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class C-R Notes : The Class C-R Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class D-R Notes : The Class D-R Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class E-R Notes : The Class E-R Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. (b) The table in Section 2.3(a) of the Indenture is amended by adding the new columns A-R through E-R: Class Designation A-R B-R C-R D-R E-R Original Principal Amount Stated Maturity U.S.$318,000,000 U.S.$53,000,000 U.S.$42,000,000 U.S.$26,000,000 U.S.$21,000,000 Distribution Date in October 2022 Distribution Date in October 2022 Distribution Date in October 2022 Distribution Date in October 2022 Distribution Date in October 2022 Note Interest Rate Index LIBOR LIBOR LIBOR LIBOR LIBOR Index Maturity* 3 month 3 month 3 month 3 month 3 month Spread[**] [1.47]% [2.50]% [3.25]% [4.50]% [6.00]% Fixed Coupon N/A N/A N/A N/A N/A Initial Rating(s): S&P AAA(sf) AA(sf) A(sf) BBB(sf) BB(sf) Moody s Aaa(sf) N/A N/A N/A N/A Ranking: Priority Classes None A-R A-R, B-R A-R, B-R, C-R A-R, B-R, C-R, D- R Pari Passu Classes None None None None None Junior Classes B-R, C-R, D-R, E- C-R, D-R, E-R, D-R, E-R, E, Subordinated Subordinated R, Subordinated Subordinated Subordinated Listed Notes Yes Yes Yes Yes Yes Deferred Interest Notes No No Yes Yes Yes Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer [**The interest rate will be set forth in the executed supplemental indenture and will be no higher than the bracketed number set forth above under Spread of each Class.] (c) Article IX is amended as follows: 4

14 (i) Section 9.2 is amended by the addition of a new clause (e): (e) Notwithstanding anything to the contrary in this Section 9.2, after the Refinancing Date, an Optional Redemption (other than an Optional Redemption resulting from a Tax Event) may occur only if (A) each Class of Secured Notes that is Outstanding is redeemed and (B) the Optional Redemption is effected through a liquidation of the Assets (and no Refinancing Proceeds are used). For the avoidance of doubt, an Optional Redemption resulting from a Tax Event is permitted after the Refinancing Date under Section 9.2(a). (ii) Section 9.3 is amended by adding the following new paragraph at the end of that section as follows: Notwithstanding anything to the contrary in this Section 9.3, after the Refinancing Date, no Partial Redemption by Refinancing is permitted under this Indenture. (d) Article XIII is amended by adding the following as a new Section 13.3: Section 13.3 Proceedings. Notwithstanding anything to the contrary in this Indenture or any other Transaction Document, the Co-Issuers shall have no duty or obligation to any Holder to institute Proceedings against any transaction party (including, without limitation, the Trustee, the Portfolio Manager, the Collateral Administrator or the Calculation Agent) under the Transaction Documents. (e) The text corresponding to Exhibit A in the Table of Contents is deleted and replaced in its entirety by the following: Forms of Notes A1 Form of Class A-1 Note A1R Form of Class A-R Note A2 Form of Class A-2 Note A3 Form of Class B Note A3R Form of Class B-R Note A4 Form of Class C Note A4R Form of Class C-R Note A5 Form of Class D Note A5R Form of Class D-R Note A6 Form of Class E Note A6R Form of Class E-R Note A7 Form of Subordinated Note (f) New Exhibits in the forms attached hereto are added as Exhibits A1R, A3R, A4R, A5R and A6R. 5

15 (g) Section 2.6(g) is amended by adding the following new paragraph (xix): (xix) With respect to transfers after the Refinancing Date, it agrees (A) the transaction documents contain limitations on the rights of the Holders to institute Proceedings against the transaction parties, (B) it will comply with the express terms of the applicable transaction documents if it seeks to institute any such proceeding and (C) the Co-Issuers shall have no duty or obligation to any Holder to institute Proceedings against any transaction party (including, without limitation, the Trustee, the Portfolio Manager, the Collateral Administrator or the Calculation Agent) under the transaction documents. (h) Exhibit B3 is amended to add the following as a new paragraph (xx) and Exhibit B4 is amended to add the following as a new paragraph (xix): With respect to transfers after the Refinancing Date, it agrees (A) the transaction documents contain limitations on the rights of the Holders to institute Proceedings against the transaction parties, (B) it will comply with the express terms of the applicable transaction documents if it seeks to institute any such proceeding and (C) the Co-Issuers shall have no duty or obligation to any Holder to institute Proceedings against any transaction party (including, without limitation, the Trustee, the Portfolio Manager, the Collateral Administrator or the Calculation Agent) under the transaction documents. B. The following amendments related to the Volcker Rule are made as follows (the amendments specified in this clause B, the Volcker-Related Amendments ): (a) Annex A is amended to modify the definition of Balance by deleting clause (b) and replacing it in its entirely with the following: (b) principal amount of interest-bearing commercial paper and government securities and money market accounts (b) follows: Annex A is amended to modify the definition of Collateral Obligation as (i) deleting the phrases or bonds and and Letters of Credit from the first parenthetical in the first sentence; (ii) deleting clause (c) in its entirety and replacing it with the following: (c) is not a lease, a Letter of Credit, a Senior Secured Note or a Bond; (iii) deleting clause (h) in its entirety and replacing it with the following: 6

16 (h) has payments that do not and will not subject the Issuer to withholding tax or other similar tax (except for withholding taxes which may be payable with respect to commitment fees and other similar fees associated with Collateral Obligations constituting Revolving Collateral Obligations or Delayed Drawdown Collateral Obligations, late payment fees, prepayment fees or other similar fees or any taxes imposed by FATCA) unless the related obligor is required to make gross-up payments that ensure that the net amount actually received by the Issuer (after payment of all taxes, whether imposed on such obligor or the Issuer) will equal the full amount that the Issuer would have received had no such taxes been imposed; (iv) deleting clause (o) in its entirety and replacing it with the following: (o) is not subject to an Offer for a price less than its purchase price plus all accrued and unpaid interest and any security or obligation received pursuant to such Offer satisfies the definition of Collateral Obligation; (i)(b); (v) (vi) (vii) deleting the word Bond from clause (r). deleting clause (i)(c) from clause (s) and inserting or before clause deleting clause (u) in its entirety and replacing it with the following: (u) is not an Equity Security and is not by its terms convertible into or exchangeable for an Equity Security; (viii) deleting clause (v) in its entirety and replacing it with the following: (ix) (v) [reserved]; deleting the word equity from clause (w). (c) Annex A is amended by modifying the definition of Concentration Limitations in Annex A as follows: (i) deleting clause (a) in its entirety and replacing it with the following: (a) no more than the percentage listed below of the Collateral Principal Amount may be issued by Obligors Domiciled in the country or countries set forth opposite such percentage: % Limit Country or Countries 20.0% All countries (in the aggregate) other than the United States; 20.0% All Group Countries in the aggregate; 7

17 % Limit Country or Countries 10.0% The United Kingdom; 7.5% All Tax Advantaged Jurisdictions in the aggregate; 20.0% All Group I Countries in the aggregate; 10.0% Any individual Group I Country; 10.0% All Group II Countries in the aggregate; 5.0% Any individual Group II Country; 7.5% All Group III Countries in the aggregate; 5.0% Any individual Group III Country (other than Luxembourg); provided that not more than 7.5% of the Collateral Principal Amount may be issued by Obligors Domiciled in Luxembourg; 5.0% All Group IV Countries in the aggregate; and 3.0% Any individual Group IV Country; provided that not more than 10.0% of the Collateral Principal Amount may consist of obligations issued by Obligors Domiciled in countries located in Europe (including the United Kingdom); (ii) deleting clause (d) in its entirety and replacing it with the following: (d) not more than 10.0% of the Collateral Principal Amount may consist of Collateral Obligations that are Second Lien Loans or Senior Unsecured Loans; (iii) deleting the phrase and not more than 5.0% of the Collateral Principal Amount may consist of fixed rate Collateral Obligations that are not Senior Secured Notes or Senior Secured Bonds from clause (e); and (iv) deleting clause (r) in its entirety and replacing it with the following (r) [reserved]; (d) Annex A is amended by deleting the definition of Eligible Investments in its entirety and replacing it with the following: Eligible Investments : (a) Cash or (b) any United States dollar investment that, at the time it is Delivered (directly or through an intermediary or bailee), is one or more of the following obligations or securities that in the commercially reasonable belief of the Portfolio Manager, are cash equivalents as defined in the Volcker Rule: (i) direct obligations of, and obligations the timely payment of principal and interest on which is fully and expressly guaranteed by, the United States of America or any agency or instrumentality of the United States of America whose obligations are expressly backed by the full faith and credit of the United States of America provided that, any such obligations must either be (a) any one of (i) 8

18 U.S. Treasury obligations (all direct or fully guaranteed obligations), (ii) U.S. Department of Housing and Urban Development public housing agency bonds, (iii) Federal Housing Administration debentures, (iv) Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, (v) RefCorp debt obligations or (vi) SBA-guaranteed participation certificates and guaranteed pool certificates; or (b) have an Eligible Investment Minimum S&P Rating and be any one of (i) Farm Credit System consolidated systemwide; bonds and notes, (ii) Federal Home Loan Banks consolidated debt obligations, (iii) Federal Home Loan Mortgage Corp. debt obligations or (iv) Federal National Mortgage Association debt obligations; (ii) demand and time deposits in, certificates of deposit of, trust accounts with, bankers acceptances issued by, or federal funds sold by any depository institution or trust company incorporated under the laws of the United States of America (including the Bank, Affiliates of the Bank and Affiliates of the Portfolio Manager) or any state thereof and subject to supervision and examination by federal and/or state banking authorities, in each case payable within 183 days after issuance, so long as the commercial paper and/or the debt obligations of such depository institution or trust company (or, in the case of the principal depository institution in a holding company system, the commercial paper or debt obligations of such holding company) at the time of such investment or contractual commitment providing for such investment have the Eligible Investment Required Ratings; (iii) commercial paper (excluding extendible commercial paper or asset-backed commercial paper) with the Eligible Investment Required Ratings; (iv) shares or other securities of non-u.s. money market funds that have, at all times, credit ratings of Aaa-mf by Moody s and AAAm by S&P, respectively; provided, however, that (1) Eligible Investments purchased with funds in the Collection Account shall be held until maturity except as otherwise specifically provided herein and shall include only such obligations or securities, other than those referred to in clause (iv) above, as mature (or are putable at par to the issuer thereof) no later than the earlier of 60 days and the Business Day prior to the next Distribution Date (unless such Eligible Investments are issued by the Trustee in its capacity as a banking institution, in which case such Eligible Investments may mature on such Distribution 9

19 Date); (2) none of the foregoing obligations or securities shall constitute Eligible Investments if (a) such obligation or security has an L, p, pi, prelim, sf or t subscript assigned to its rating by S&P, (b) all, or substantially all, of the remaining amounts payable thereunder consist of interest and not principal payments, (c) such obligations or securities do not satisfy the requirements of clauses (h) and (s) of the definition of Collateral Obligation herein, (d) such obligation or security is secured by real property, (e) such obligation or security is purchased at a price greater than 100% of the principal or face amount thereof, (f) in the Portfolio Manager s sole judgment, such obligation or security is subject to material non-credit related risks; (3) Eligible Investments shall not include any other security the payments on which are subject to withholding tax (other than withholding taxes imposed under FATCA) unless the issuer or obligor or other Person (and guarantor, if any) is required to make gross-up payments that cover the full amount of any such withholding taxes, and (4) any obligation that does not have an Eligible Investment Minimum S&P Rating shall not be considered an Eligible Investment. The Trustee shall not be responsible for determining or overseeing compliance with the foregoing. Eligible Investments may include, without limitation, those investments for which the Trustee or an Affiliate of the Trustee is the obligor or depository institution, or provides services and receives compensation. (e) Annex A is amended by deleting the definition of Equity Security in its entirety and replacing it with the following: Equity Security : Any security or debt obligation which at the time of acquisition, conversion or exchange does not satisfy the requirements of a Collateral Obligation and is not an Eligible Investment; it being understood that Equity Securities may not be purchased by the Issuer but may be received by the Issuer in exchange for a Collateral Obligation or a portion thereof in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the issuer or obligor thereof. (f) Annex A is amended by modifying the definition of Credit Improved Obligation to delete clause (iv) in its entirety and replace it with the following: (iv) with respect to which one or more of the following criteria applies: (A) such Collateral Obligation has been upgraded or put on a watch list for possible upgrade by either of the Rating Agencies since the date on which such Collateral Obligation was acquired by the Issuer; (B) the Disposition Proceeds (excluding Disposition Proceeds that constitute Interest Proceeds) of such 10

20 Collateral Obligation would be at least % of its purchase price; (C) the price of such Collateral Obligation has changed during the period from the date on which it was acquired by the Issuer to the proposed sale date by a percentage either at least 0.25% more positive, or 0.25% less negative, as the case may be, than the percentage change in the average price of the applicable Eligible Loan Index over the same period; (D) the price of such Collateral Obligation changed during the period from the date on which it was acquired by the Issuer to the date of determination by a percentage either at least 0.50% more positive, or at least 0.50% less negative, as the case may be, than the percentage change in a nationally recognized loan index selected by the Portfolio Manager over the same period; (E) the spread over the applicable reference rate for such Collateral Obligation has been decreased in accordance with the underlying Collateral Obligation since the date of acquisition by (1) 0.25% or more (in the case of a Collateral Obligation with a spread (prior to such decrease) less than or equal to 2.00%); (2) 0.375% or more (in the case of a Collateral Obligation with a spread (prior to such decrease) greater than 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in the case of a Collateral Obligation with a spread (prior to such decrease) greater than 4.00%) due, in each case, to an improvement in the related borrower s financial ratios or financial results; (F) with respect to fixed-rate Collateral Obligations, there has been a decrease in the difference between its yield compared to the yield on the relevant United States Treasury security of more than 7.5% since the date of purchase; or (G) it has a projected cash flow interest coverage ratio (earnings before interest and taxes divided by cash interest expense as estimated by the Portfolio Manager) of the underlying borrower or other Obligor of such Collateral Obligation that is expected to be more than 1.15 times the current year s projected cash flow interest coverage ratio; or (g) Annex A is amended by deleting the definition of Credit Risk Obligation in its entirety and replacing it with the following: Credit Risk Obligation : Any Collateral Obligation that in the Portfolio Manager s commercially reasonable business judgment has a significant risk of declining in credit quality and, with a lapse of time, becoming a Defaulted Obligation and if during the Reinvestment Period a Restricted Trading Period is in effect: (a) any Collateral Obligation as to which one or more of the following criteria applies: (i) such Collateral Obligation has been downgraded or put on a watch list for possible downgrade or on negative outlook by 11

21 either of the Rating Agencies since the date on which such Collateral Obligation was acquired by the Issuer; (ii) if such Collateral Obligation is a loan, the price of such loan has changed during the period from the date on which it was acquired by the Issuer to the proposed sale date by a percentage either at least 0.25% more negative, or at least 0.25% less positive, as the case may be, than the percentage change in the average price of an Eligible Loan Index; (iii) if such Collateral Obligation is a loan, the Market Value of such Collateral Obligation has decreased by at least 1.00% of the price paid by the Issuer for such Collateral Obligation; (iv) if such Collateral Obligation is a loan, (A) the spread over the applicable reference rate for such Collateral Obligation has been increased in accordance with the underlying Collateral Obligation since the date of acquisition by (1) 0.25% or more (in the case of a loan with a spread (prior to such increase) less than or equal to 2.00%), (2) 0.375% or more (in the case of a loan with a spread (prior to such increase) greater than 2.00% but less than or equal to 4.00%) or (3) 0.50% or more (in the case of a loan with a spread (prior to such increase) greater than 4.00%) due, in each case, to a deterioration in the related borrower s financial ratios or financial results; (v) such Collateral Obligation has a projected cash flow interest coverage ratio (earnings before interest and taxes divided by cash interest expense as estimated by the Portfolio Manager) of the underlying borrower or other Obligor of such Collateral Obligation of less than 1.00 or that is expected to be less than 0.85 times the current year s projected cash flow interest coverage ratio; or (vi) with respect to fixed-rate Collateral Obligations, an increase since the date of purchase of more than 7.5% in the difference between the yield on such Collateral Obligation and the yield on the relevant United States Treasury security; or (b) with respect to which a Majority of the Controlling Class consents to treat such Collateral Obligation as a Credit Risk Obligation. (h) Annex A is amended by modifying deleting the definition of Discount Obligation in its entirety and replacing it with the following: Discount Obligation : Any Collateral Obligation (other than a Zero Coupon Security) that is not a Swapped Non-Discount 12

22 Obligation and that the Portfolio Manager determines is either: (a) a senior secured loan that has a Moody s Rating of B3 or above and that is acquired by the Issuer at a price that is less than 80% of par; (b) a senior secured loan that has a Moody s Rating below B3 and that is acquired by the Issuer at a price that is less than 85% of par; or (c) an obligation that is not a senior secured loan that is acquired by the Issuer for a purchase price of (A) less than 75% of par if it has a Moody s Rating of B3 or above or (B) less than 80% of par if it has a Moody s Rating below B3 ; provided, that such Collateral Obligation will cease to be a Discount Obligation at such time as (x) for a senior secured loan, the Market Value (expressed as a percentage of par) of such Collateral Obligation, for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 90% of par of such Collateral Obligation or (y) for an obligation that is not a senior secured loan the Market Value (expressed as a percentage of par) of such Collateral Obligation, for any period of 30 consecutive days since the acquisition by the Issuer of such Collateral Obligation, equals or exceeds 85% of par of such Collateral Obligation; provided, further, that if such Collateral Obligation is a Revolving Collateral Obligation and there exists an outstanding non-revolving loan to its obligor ranking pari passu with such Revolving Collateral Obligation and secured by substantially the same collateral as such Revolving Collateral Obligation (such loan, a Related Term Loan ), in determining whether such Revolving Collateral Obligation is and continues to be a Discount Obligation, the price of the Related Term Loan, and not of the Revolving Collateral Obligation shall be referenced. (i) entirety. Annex A is amended by deleting the definition of Eligible Bond Index in its (j) Annex A is amended by modifying the definition of Moody s Additional Current Pay Criteria to delete clause (b)(ii) in its entirety, the text (i) at the beginning of clause (b) and the phrase, or at the end of clause (b)(i)(b). (k) Annex A is amended by deleting the definition of Participation Interest in its entirety and replacing it with the following: Participation Interest : A participation interest in a loan originated by a bank or financial institution that, at the time of acquisition, or the Issuer s commitment to acquire the same, satisfies each of the following criteria: (i) such participation would constitute a Collateral Obligation were it acquired directly, (ii) the Selling Institution is a lender on the loan, (iii) the aggregate participation in the loan granted by such Selling Institution to any 13

23 one or more participants does not exceed the principal amount or commitment with respect to which the Selling Institution is a lender under such loan, (iv) such participation does not grant, in the aggregate, to the participant in such participation a greater interest than the Selling Institution holds in the loan or commitment that is the subject of the participation, (v) the entire purchase price for such participation is paid in full (without the benefit of financing from the Selling Institution or its affiliates) at the time of the Issuer s acquisition (or, to the extent of a participation in the unfunded commitment under a Revolving Collateral Obligation or Delayed Drawdown Collateral Obligation, at the time of the funding of such loan), (vi) the participation provides the participant all of the economic benefit and risk of the whole or part of the loan or commitment that is the subject of the loan participation and (vii) such participation is documented under a Loan Syndications and Trading Association, Loan Market Association or similar agreement standard for loan participation transactions among institutional market participants. For the avoidance of doubt, a Participation Interest shall not include a sub-participation interest in any loan. (l) Annex A is amended by modifying the definition of Permitted Use to delete clause (iv) in its entirety, add the word and before the number (iii) and delete the phrase ; and at the end of clause (iii). (m) Annex A is amended by modifying the definition of Secured Loan Obligation to delete the phrase, Senior Secured Note. (n) Annex A is amended by deleting the definition of Third Party Credit Exposure in its entirety and replacing it with the following: Third Party Credit Exposure : As of any date of determination, the sum of Principal Balances of each Collateral Obligation that consists of a Participation Interest. (o) Annex A is amended by adding the following new definitions in the appropriate alphabetical order: Eligible Investment Minimum S&P Rating : determined in accordance with the following table: The rating Maximum potential S&P rating of supported security Minimum S&P rating of temporary investment maturing in 60 days or less (as determined by the highest rated tranche in the transaction). Minimum S&P rating of temporary investment maturing in 365 days or less (as determined by the highest rated tranche in the transaction). 14

24 AAA A-1 AA- or A-1+ or AAAm * A+ A-2 A or A-1 A- A-3 BBB or A-2 BBB- and below ** **,*** * Shares of a money market funds rated AAAm apply at all rating levels. Shares of money market funds rated below AAAm do not qualify for treatment under this table. ** If investing in a rated short-term instrument, then the long-term rating of the issuer should be rated as high as the supported security. The rating would be capped at the lowest long-term rating that correlates to the short-term rating of the temporary investment if no long-term rating equivalent is specified in the supported security's investment guidelines. *** Long-term rating at least as high as the rating of the supported security. First Supplemental Indenture : The First Supplemental Indenture dated as of July 23, 2015 between the Issuer, the Co- Issuer and the Trustee. Section 13 Banking Entity : An entity that (i) is defined as a banking entity under the Volcker Rule regulations (Section.2(c)), and (ii) in connection with a supplemental indenture, no later than the deadline for providing consent specified in the notice for such supplemental indenture, provides written certification that it is a banking entity under the Volcker Rule regulations (Section.2(c)) to the Issuer and the Trustee and identifies the Class or Classes of Notes held by such entity and the outstanding principal amount thereof. Any holder that does not provide such certification in connection with a supplemental indenture will be deemed for purposes of such supplemental indenture not to be a Section 13 Banking Entity. If no entity provides such certification, then no Section 13 Banking Entities will be deemed to exist for purposes of any required consent or action under this Indenture. Volcker-Related Amendments : The amendments identified as such in the First Supplemental Indenture. Volcker Rule : Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the rules and regulations promulgated thereunder. (p) the following: Section 1.2 is amended by deleting clause (n) in its entirety and replacing it with (n) [Reserved]. (q) Section 2.4(a) is amended by deleting in clause (iv) the phrase Specified Equity Securities, and deleting in the proviso the phrase to purchase Specified Equity Securities or. 15

25 (r) Section 7.12 is amended by deleting the phrase lending, from the first sentence. (s) The first three sentences of Section 7.16(l) are deleted in their entirety and replaced by the following: In the event that the Issuer acquired a Letter of Credit prior to the Refinancing Date, the Issuer has disposed of such Letter of Credit prior to the Refinancing Date. The Issuer shall maintain the account (the LC Reserve Account ) established with the Trustee and continue to deposit an amount equal to 30% of all of the fees received in respect of such Letter of Credit which the Portfolio Manager has determined there are reasonable grounds to believe will be subject to U.S. withholding taxes that will not be fully discharged at the time of payment of such fees by U.S. taxes withheld from such payment by the payor. The LC Reserve Account is subject to the rating requirements in Section 10.6(b). (t) Section 8.1(a) is amended as follows: (i) by deleting or at the end of clause (xxiii); (ii) by adding a new clause (xxiv) as follows and renumbering existing clause (xxiv) as clause (xxv): (xxiv) to make any modification or amendment determined by the Issuer or the Portfolio Manager (in consultation with legal counsel of national reputation experienced in such matters) as necessary or advisable (A) for any Class of Secured Notes to not be considered an ownership interest as defined for purposes of the Volcker Rule or (B) for the Issuer to not otherwise be considered a covered fund as defined for purposes of the Volcker Rule, in each case so long as any such modification or amendment would not have a material adverse effect on any Class of Notes, as evidenced by an Opinion of Counsel (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the counsel delivering the opinion); provided, that the consent of a supermajority (66 2/3% based on the aggregate principal amount of Notes held by the Section 13 Banking Entities) of the Section 13 Banking Entities will be obtained prior to any modification of this Indenture pursuant to this clause (xxiv); or (u) Section 8.3 is amended by inserting the following as a new paragraph at the end of such Section: Notwithstanding anything herein to the contrary, no modification or amendment to the Volcker-Related Amendments will be effective unless the prior written approval of a supermajority (66 16