and notice to the parties listed on Schedule A attached hereto. NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE AND REQUEST FOR CONSENT

Transcription

1 Global Corporate Trust Services 190 South LaSalle Street, 8 th Floor Chicago, Illinois Notice to Holders of Bain Capital Credit CLO , Limited and, as applicable, Bain Capital Credit CLO , LLC Class CUSIP/ISIN 1 Class X Notes 05683HAA3 / US05683HAA32 / G07039AA1 / USG07039AA18 Class A-R Notes 05683HAC9 / US05683HAC97 / G07039AB9 / USG07039AB90 Class B-R Notes 05683HAE5 / US05683HAE53 / G07039AC7 / USG07039AC73 Class C-R Notes 05683HAGO / US05683HAG02 / G07039AD5 / USG07039AD56 Class D-R Notes Class E Notes 05683HAJ4 / US05683HAJ41 / G07039AE3 / USG07039AE HAL9 / US05683HAL96 / G07039AF0 / USG07039AF05 Subordinated Notes 05682TAA8 / US05682TAA88 / G08101AA8 / USG08101AA84 and notice to the parties listed on Schedule A attached hereto. NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE AND REQUEST FOR CONSENT THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. Reference is made to that certain Indenture, dated as of December 11, 2013 (as amended by the First Supplemental Indenture, dated as of December 15, 2015, the Second Supplemental Indenture, dated as of July 20, 2017 and the Third Supplemental Indenture, dated as of September 1, 2017 and as further amended, modified or supplemented from time to time, the Indenture ), among Bain Capital Credit CLO , Limited (f/k/a Cavalry CLO III, Ltd.), as issuer (the Issuer ), Bain Capital Credit CLO , LLC (f/k/a Cavalry CLO III, LLC), as co-issuer (the Co-Issuer ), and U.S. Bank National Association, as trustee (in such capacity, the Trustee ). Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture. Pursuant to Section 8.2(c) of the Indenture, the Trustee hereby provides notice of a proposed fourth supplemental indenture (the Proposed Supplemental Indenture ) to be entered into among the Issuer, Co-Issuer and the Trustee. The Proposed Supplemental Indenture will amend the Indenture pursuant to Sections 8.1(xiv) and 8.2(b)(ii) of the Indenture. A copy of the Proposed Supplemental Indenture is attached hereto as Exhibit A. The proposed execution date of the Proposed Supplemental Indenture is on or after July 9, The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or correctness of CUSIP/ISIN numbers printed on any Notes or as indicated in this notice.

2 In connection with the Proposed Supplemental Indenture, Section 8.2 of the Indenture requires the consent of a Majority of the Controlling Class and a Majority of the Subordinated Notes. Accordingly, (1) each Holder is hereby requested to review this Notice and the Proposed Supplemental Indenture, and (2) each Holder of the Class A-R Notes and Subordinated Notes is hereby requested to complete the form of consent attached hereto as Exhibit B and return the same to the Trustee at the address below (by overnight delivery and by ) on or before 5:00 PM (New York time) on July 6, Address of Trustee U.S Bank National Association, as Trustee 190 South LaSalle Street Chicago, Illinois Attention: Global Corporate Trust Services Bain Capital Credit CLO , Limited matthew.massier@usbank.com Pursuant to Section 8.2(c), Holders of any Class of Notes from which consent is not being requested may assert that such Class would be materially and adversely affected by the Proposed Supplemental Indenture. Pursuant to Section 8.2(g), if the Trustee and the Issuer have been notified by 5:00 PM (New York time) on June 28, 2018 that the Holders of 25% of the Aggregate Outstanding Amount of the Notes of any Class from which consent is not being requested believe that the interests of the Holders in such Class of Notes will be materially and adversely affected by the Proposed Supplemental Indenture, the consent of a Majority of such Class of Notes shall be required for the execution of the Proposed Supplemental Indenture. Only a registered Holder (or such registered Holder s authorized legal representative) or a beneficial owner of a Note at the close of business on June 8, 2018 (the Record Date ) may provide its consent. The Trustee does not express any view on the merits of, and does not make any recommendation (either for or against) with respect to, the Proposed Supplemental Indenture and gives no investment, tax or legal advice in respect thereof. Each Holder should seek advice from its own counsel and advisors based on the Holder s particular circumstances. Please note that the Proposed Supplemental Indenture described above is subject to the satisfaction of certain conditions set forth in the Indenture, including, without limitation, the conditions set forth in Article VIII of the Indenture. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Trustee as their sole source of information. 2 The Issuer reserves its right to extend this deadline. 2

3 The Trustee expressly reserves all rights under the Indenture, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities owing or to become owing to the Trustee, compensation for Trustee time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Indenture, and its right, prior to exercising any rights or powers vested in it by the Indenture at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise. Holders with questions regarding this notice should direct their inquiries, in writing, to: Matthew Massier, U.S. Bank National Association, Global Corporate Trust Services, 190 South LaSalle Street, 8th Floor, Chicago, Illinois 60603, telephone (312) , or via at U.S. BANK NATIONAL ASSOCIATION, June 8, 2018 as Trustee 3

4 SCHEDULE A Bain Capital Credit CLO , Limited (f/k/a Cavalry CLO III, Ltd.) c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY-1102 Cayman Islands Attention: The Directors cayman@maplesfs.com U.S. Bank National Association, as Collateral Administrator Irish Stock Exchange 28 Anglesea Street Dublin 2, Ireland ISE Portal: Bain Capital Credit CLO , LLC (f/k/a Cavalry CLO III, LLC) c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE Attention: Donald J. Puglisi dpuglisi@puglisiassoc.com Bain Capital Credit, LP 200 Clarendon Street Boston, Massachusetts Attention: Bain Capital Credit CLO , Limited Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Attention: CBO/CLO Monitoring cdomonitoring@moodys.com S&P Global Ratings 55 Water Street, 41st Floor New York, New York Attention: Asset-Backed Surveillance Group CDO_Surveillance@spglobal.com Maples and Calder 75 St. Stephen s Green Dublin 2, Ireland

5 EXHIBIT A [Proposed Supplemental Indenture]

6 FOURTH SUPPLEMENTAL INDENTURE to the INDENTURE dated as of December 11, 2013 by and among BAIN CAPITAL CREDIT CLO , LIMITED, as Issuer, BAIN CAPITAL CREDIT CLO , LLC, as Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of [ ], 2018 (this Supplemental Indenture ), by and among BAIN CAPITAL CREDIT CLO , LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands formerly known as Cavalry CLO III, Ltd. (the Issuer ), BAIN CAPITAL CREDIT CLO ,LLC, a company incorporated under the laws of the State of Delaware formerly known as Cavalry CLO III, LLC(the Co-Issuer and, together with the Issuer, the Co-Issuers ) and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, together with its permitted successors and assigns in such capacity, the Trustee ), supplements the Indenture, dated as of December 11, 2013, by and among the Co-Issuers and the Trustee (as amended, modified or supplemented from time to time, the Indenture ). PRELIMINARY STATEMENT WHEREAS, pursuant to Sections 8.1(xiv) and 8.2(b)(ii) of the Indenture, the Co-Issuers, when authorized by Board Resolutions and with the prior written consent of a Majority of the Controlling Class and a Majority of the Subordinated Notes, may enter into one or more supplemental indentures without the consent of any Hedge Counterparty or of the Holders of any Class of Notes other than the Controlling Class and the Subordinated Notes 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, the Co-Issuers wish to amend the definition of S&P Recovery Rate set forth in Schedule 5 of the Indenture, as further detailed in Section 3 herein, to reflect recent updates by S&P to its recovery rate tables;

7 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Definitions. As used in this Supplemental Indenture, unless the context requires a different meaning, capitalized terms used and not defined herein shall have the meanings given to them in the Indenture. 2. Incorporation of the Indenture. This Supplemental Indenture shall be read and construed as one with the Indenture so that all references therein and in this Supplemental Indenture to this Indenture, the Indenture, hereof, hereunder and expressions of similar import shall be deemed to refer to the Indenture as amended and supplemented by this Supplemental Indenture and any other document executed in accordance with the Indenture. The Indenture, as amended and supplemented by this Supplemental Indenture, is hereby ratified and confirmed. 3. Amendments. Effective upon satisfaction of the conditions specified in Section 4 hereof, the following amendments are made to the Indenture pursuant to Sections 8.1(xiv) and 8.2(b)(ii): (a) Section 1 of Schedule 5 (S&P Recovery Rate and CDO Monitor Tables) shall be amended and restated in its entirety to read as follows: (a)(i) If a Collateral Obligation has an S&P Asset Specific Recovery Rating, the S&P Recovery Rate for such Collateral Obligation shall be the applicable percentage set forth in the table below:

8 Table 1: S&P Recovery Rates For Collateral Obligations With S&P Asset Specific Recovery Ratings* S&P Recovery Rate for Secured Notes rated AAA S&P Recovery Rate for Secured Notes rated AA S&P Recovery Rate for Secured Note s rated A S&P Recovery Rate for Secured Notes rated BBB S&P Recovery Rate for Secured Notes rated BB S&P Recovery Rate for Secured Notes rated B and CCC Asset Specific Recovery Rates Recovery Indicator** (%) (%) (%) (%) (%) (%) * The S&P Recovery Rate shall be the applicable rate set forth above based on the applicable Class of Secured Notes and the rating thereof as of the Closing Date. ** If a recovery indicator is not available for a given Collateral Obligation with an S&P Asset Specific Recovery Rating, the lowest indicator for the applicable S&P Asset Specific Recovery Rating should be assumed.

9 (b) If (x) a Collateral Obligation does not have an S&P Asset Specific Recovery Rating and such Collateral Obligation is a senior unsecured loan or second lien loan and (y) the issuer of such Collateral Obligation has issued another debt instrument that is outstanding and is senior to such Collateral Obligation (a Senior Secured Debt Instrument ) that has an S&P Asset Specific Recovery Rating, the S&P Recovery Rate for such Collateral Obligation shall be determined as follows: For Collateral Obligations Domiciled in Group A S&P Asset Specific Recovery Rating of the Senior Secured Debt Instrument Initial Liability Rating AAA AA A BBB BB B / CCC below 1+ 18% 20% 23% 26% 29% 31% 1 18% 20% 23% 26% 29% 31% 2 18% 20% 23% 26% 29% 31% 3 12% 15% 18% 21% 22% 23% 4 5% 8% 11% 13% 14% 15% 5 2% 4% 6% 8% 9% 10% 6 -% -% -% -% -% -% Recovery rate

10 For Collateral Obligations Domiciled in Group B S&P Asset Specific Recovery Rating of the Senior Secured Debt Instrument Initial Liability Rating AAA AA A BBB BB B / CCC 1+ 13% 16% 18% 21% 23% 25% 1 13% 16% 18% 21% 23% 25% 2 13% 16% 18% 21% 23% 25% 3 8% 10% 13% 15% 16% 17% 4 5% 5% 5% 5% 5% 5% 5 2% 2% 2% 2% 2% 2% 6 -% -% -% -% -% -% Recovery rate

11 For Collateral Obligations Domiciled in Group C S&P Asset Specific Recovery Rating of the Senior Secured Debt Instrument Initial Liability Rating AAA AA A BBB BB B / CCC 1+ 10% 12% 14% 16% 18% 20% 1 10% 12% 14% 16% 18% 20% 2 10% 12% 14% 16% 18% 20% 3 5% 7% 9% 10% 11% 12% 4 2% 2% 2% 2% 2% 2% 5 -% -% -% -% -% -% 6 -% -% -% -% -% -% Recovery rate (c) If (x) a Collateral Obligation does not have an S&P Asset Specific Recovery Rating and such Collateral Obligation is a subordinated loan and (y) the issuer of such Collateral Obligation has issued another debt instrument that is outstanding and senior to such Collateral Obligation that is a Senior Secured Debt Instrument that has an S&P Asset Specific Recovery Rating, the S&P Recovery Rate for such Collateral Obligation shall be determined as follows:

12 For Collateral Obligations Domiciled in Groups A and B S&P Asset Specific Recovery Rating of the Senior Secured Debt Instrument Initial Liability Rating AAA AA A BBB BB B / CCC 1+ 8% 8% 8% 8% 8% 8% 1 8% 8% 8% 8% 8% 8% 2 8% 8% 8% 8% 8% 8% 3 5% 5% 5% 5% 5% 5% 4 2% 2% 2% 2% 2% 2% 5 -% -% -% -% -% -% 6 -% -% -% -% -% -% Recovery rate

13 For Collateral Obligations Domiciled in Group C S&P Asset Specific Recovery Rating of the Senior Secured Debt Instrument Initial Liability Rating AAA AA A BBB BB B / CCC 1+ 5% 5% 5% 5% 5% 5% 1 5% 5% 5% 5% 5% 5% 2 5% 5% 5% 5% 5% 5% 3 2% 2% 2% 2% 2% 2% 4 -% -% -% -% -% -% 5 -% -% -% -% -% -% 6 -% -% -% -% -% -% Recovery rate 2. If a recovery rate cannot be determined using clause 1, the recovery rate shall be determined using the following table. Recovery rates for obligors Domiciled in Group A, B or C: Priority Category Initial Liability Rating AAA AA A BBB BB B and CCC Senior Secured Loans Group A 50% 55% 59% 63% 75% 79% Group B 39% 42% 46% 49% 60% 63% Group C 17% 19% 27% 29% 31% 34% Senior Secured Loans (Cov-Lite Loans) and Senior Secured Floating Rate Notes

14 Priority Category Initial Liability Rating AAA AA A BBB BB B and CCC Group A 41% 46% 49% 53% 63% 67% Group B 32% 35% 39% 41% 50% 53% Group C 17% 19% 27% 29% 31% 34% Senior Unsecured Loans, Second Lien Loans and First Lien Last Out Loans Group A 18% 20% 23% 26% 29% 31% Group B 13% 16% 18% 21% 23% 25% Group C 10% 12% 14% 16% 18% 20% Subordinated loans Group A 8% 8% 8% 8% 8% 8% Group B 8% 8% 8% 8% 8% 8% Group C 5% 5% 5% 5% 5% 5% Recovery rate 1 Group A: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, The Netherlands, Norway, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, U.K., U.S. Group B: Brazil, Greece, Italy, Mexico, South Africa, Turkey, United Arab Emirates. Group C: Kazakhstan, Russian Federation, Ukraine, others Notwithstanding the foregoing, for purposes of determining the S&P Recovery Rate of a Collateral Obligation that is (i) a Senior Secured Loan that is secured solely or primarily by common stock or other equity interests shall be deemed to be a senior unsecured loan and (ii) a Senior Secured Loan that is also a First-Lien Last-Out Loan shall be deemed to be a First-Lien Last-Out Loan. Notwithstanding the foregoing, Second Lien Loans and First-Lien Last-Out Loans collectively with an aggregate principal balance in excess of 15% of the Collateral Principal 1 For purposes of determining the S&P Recovery Rate of any loan the value of which is primarily derived from equity of the issuer thereof, such loan shall have either (i) the S&P Recovery Rate special for senior Unsecured Loans or (ii) the S&P Recovery Rate determined by S&P on a case by case basis.

15 Amount shall use the Subordinated loans Priority Category for the purpose of determining their S&P Recovery Rate. For purposes of calculating the Collateral Quality Test, DIP Collateral Obligations will be treated as having an S&P Recovery Rate equal to the S&P Recovery Rate for Senior Secured Loans. 4. Conditions Precedent. This Supplemental Indenture shall become effective as of the date first written above (the Amendment Date ) upon satisfaction of the following conditions precedent: (i) receipt by the Trustee of each of the following: (A) an Officer s certificate of each of the Co-Issuers (A) evidencing the authorization by Board Resolutions of the execution and delivery of this Supplemental Indenture, and (B) certifying that (1) the attached copy of the Board Resolutions is a true and complete copy thereof, (2) such Board Resolutions have not been rescinded and are in full force and effect on and as of the Amendment Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon; (B) Indenture; an Issuer Order directing the Trustee to execute this Supplemental (C) an opinion of Ropes & Gray LLP, special U.S. counsel to the Portfolio Manager, stating that the conditions precedent to the execution of this Supplemental Indenture have been satisfied; and (ii) written consent of the Portfolio Manager for the Co-Issuers to enter into this Supplemental Indenture; (iii) payment of the reasonable fees, costs, charges and expenses incurred by counsel to the Trustee in connection with taking action with regard to this Supplemental Indenture; (iv) at the cost of the Co-Issuers, not later than 20 Business Days prior to the execution of this Supplemental Indenture, the Trustee shall have delivered to the Collateral Manager, the Collateral Administrator, the Holders and the Rating Agencies a copy of this Supplemental Indenture and requested the written consent of a Majority of the Controlling Class and a Majority of the Subordinated Notes to the execution of this Supplemental Indenture; and (v) a Majority of the Controlling Class and a Majority of the Subordinated Notes shall have consented in writing to the execution of this Supplemental Indenture.

16 5. Indenture Otherwise Unchanged. Except as herein provided, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture, and words of similar import in the Indenture, each as amended hereby, respectively, shall be a reference to the Indenture, as amended hereby, and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. 6. Execution, Delivery and Validity. The Co-Issuers represent and warrant to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by each of the Co-Issuers and constitutes their respective legal, valid and binding obligation, enforceable against each of the Co-Issuers in accordance with its terms. 7. Direction by Co-Issuers; Acceptance by Trustee. The Co-Issuers hereby direct the Trustee to enter into this Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-Issuers, and the Trustee assumes no responsibility for their correctness. Except as provided in the Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture (except with respect to the due execution thereof by the Trustee) and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee, including but not limited to provisions regarding indemnification. 8. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as of the date first above written. 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 10. Limited Recourse; Non-Petition. The parties hereto agree to the provisions set forth in Section 2.8(i) and Section 5.4(c) of the Indenture. 11. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, AND THE CO-ISSUERS AND THE TRUSTEE HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH FEDERAL OR NEW YORK STATE COURT.

17 [Remainder of page intentionally left blank; signatures follow.]

18 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed and delivered by their duly authorized officers as of the day and year first above written. BAIN CAPITAL CREDIT CLO , LIMITED, as Issuer By: Name: Title: BAIN CAPITAL CREDIT CLO , LLC, as Co-Issuer By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title:

19 EXHIBIT B Consent and Proof of Ownership Re: Notice of Proposed Supplemental Indenture and Request for Consent dated June 8, 2018 (the Request ), relating to the Indenture dated as of December 11, 2013 (as amended by the First Supplemental Indenture, dated as of December 15, 2015, the Second Supplemental Indenture, dated as of July 20, 2017 and the Third Supplemental Indenture, dated as of September 1, 2017 and as further amended, modified or supplemented from time to time, the Indenture ), among Bain Capital Credit CLO , Limited (f/k/a Cavalry CLO III, Ltd.), as issuer (the Issuer ), Bain Capital Credit CLO , LLC (f/k/a Cavalry CLO III, LLC), as co-issuer (the Co-Issuer and, together with the Issuer (the Co- Issuers )), and U.S. Bank National Association, as trustee (in such capacity, the Trustee ). Capitalized terms used but not defined herein shall have the meaning given thereto in the Indenture or the Request, as applicable. PLEASE COMPLETE THE CONSENT IN ITS ENTIRETY BY (I) COMPLETING THE PROOF OF OWNERSHIP INFORMATION, (II) CHECKING THE APPROPRIATE BOX INDICATING THAT YOU EITHER CONSENT OR DO NOT CONSENT TO THE EXECUTION BY THE CO-ISSUERS AND THE TRUSTEE OF THE PROPOSED SUPPLEMENTAL INDENTURE, AND (III) IN THE CASE OF A NOTE HELD THROUGH THE DEPOSITORY TRUST COMPANY ( DTC ) OR OTHER CLEARING SYSTEM, OBTAINING A MEDALLION GUARANTEE OF YOUR SIGNATURE, OR, IF NOT A U.S. PERSON, HAVING IT NOTARIZED. PLEASE RETURN THE CONSENT BY MAIL AND BY 5:00 P.M. (NEW YORK TIME) ON OR BEFORE JULY 6, 2018 TO THE TRUSTEE AT THE ADDRESS SET FORTH BELOW. THE ISSUER RESERVES ITS RIGHT TO EXTEND THIS DEADLINE. IN ADDITION TO SIGNING AND COMPLETING THE CONSENT AND PROOF OF OWNERSHIP FORM, PLEASE CLEARLY INSERT THE OUTSTANDING PRINCIPAL AMOUNT OF THE NOTE THAT YOU HOLD AND/OR ARE AUTHORIZED TO VOTE. Trustee s Address: U. S. Bank National Association 190 South LaSalle Street Chicago, Illinois Attention: Global Corporate Trust Services Bain Capital Credit CLO , Limited matthew.massier@usbank.com Capitalized terms used and not defined herein have the meanings given to such terms in the Indenture. The undersigned Holder (the Holder ) represents, warrants and certifies that, as of June 8, 2018 (the Notice Record Date ), (i) it is the Holder of the referenced Notes issued by the Issuer in the Aggregate Outstanding Amounts specified below, (ii) it is duly authorized and has the full power to execute and deliver this Consent and Proof of Ownership, and such power has not been granted or assigned to any other Person, (iii) the Co-Issuers and the Trustee may conclusively rely upon this Consent and Proof of Ownership, and (iv) to the extent the Holder is a beneficial owner

20 of Notes held by the Depository Trust Company ( DTC ) or its nominee, it has not instructed any nominee or DTC participant to respond to this Consent and Proof of Ownership on its behalf, has completed the beneficial ownership certification below and such certification is true and correct. All covenants and agreements in this Consent and Proof of Ownership shall bind the undersigned and its respective successors and assigns. Name of registered owners/beneficial holder: 3 Signature of registered owner/beneficial holder: Contact Name for Registered Owner/Beneficial holder ( Contact ): Telephone Number of Contact: Address of Contact: CUSIP number(s): Holdings : Class A-R Notes Subordinated Notes Original Aggregate Outstanding Amount Current Aggregate Outstanding Amount DTC Participant/Custodian (if applicable): DTC Participant Number (if applicable): DTC Participant/Custodian Contact name (if applicable): DTC Participant/Custodian Telephone Number (if applicable): DTC Participant/Custodian address (if applicable): 3 In the case of book-entry Notes held through DTC, name inserted must be the direct participant s name as the same appears in the securities listing position furnished to the Trustee by DTC. In the case of Notes held in physical definitive form, the name inserted must be exactly the same as the name which appears on the form of any such Notes.

21 The undersigned Holder has reviewed the Request and the Proposed Supplemental Indenture, which is attached thereto as Exhibit A, and hereby (check one) consents does not consent to the execution and delivery of the Proposed Supplemental Indenture, waives any failure to deliver timely notices in relation thereto and acknowledges that U.S. Bank National Association, in its individual capacity and each of its capacities under the transaction documents (including as Trustee, Paying Agent, Securities Intermediary and Collateral Administrator) has not participated in the preparation of Proposed Supplemental Indenture and assumes no responsibility for its content. Date: (Name of Holder) By: (Signature) (Print name and title) Medallion Guarantee/Notarization Required: (U.S. Persons should affix stamp & signature; Non-U.S. Persons should provide notarization) Signature Guaranteed: Participant in a Recognized Signature Guarantee Medallion Program OF ) ) SS OF ) [OR] On, before me, the undersigned, a Notary Public in and for said, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon which the person(s) acted, executed the instrument under due authority. WITNESS my hand and official seal. Notary Public in and for the of (SEAL)

22 BENEFICIAL OWNER CERTIFICATION (To be completed in the case of Global Notes) The Holder hereby certifies to the Co-Issuers and the Trustee that it is one of the following (please check one): Beneficial Owner. The Holder hereby represents and warrants that it is a beneficial owner of the Notes identified on the Consent and Proof of Ownership, that the undersigned is authorized to provide directions and consents in respect of such Notes and that such power has not been granted nor assigned to any other party or person. Nominee or Advisor. The Holder hereby represents and warrants that it is a nominee or advisor for the beneficial owner of the Notes identified on the on the Consent and Proof of Ownership, that the undersigned is authorized to provide directions and consents in respect of such Notes and that such power has not been granted nor assigned to any other party or person. NAME OF BENEFICIAL OWNER: (insert name) By: Name: Title: Date: