ALM X, LTD. ALM X, LLC NOTICE OF PROPOSED FIRST SUPPLEMENTAL INDENTURE. Date of Notice: July 13, 2017

Transcription

1 ALM X, LTD. ALM X, LLC NOTICE OF PROPOSED FIRST SUPPLEMENTAL INDENTURE Date of Notice: July 13, 2017 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES AND THE PREFERRED SHARES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES AND THE PREFERRED SHARES IN A TIMELY MANNER. To: The Holders of the Notes and the Preferred Shares as described on the attached Schedule B and to those Additional Parties listed on Schedule A hereto: Reference is hereby made to that certain (i) Indenture dated as of January 30, 2014 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Indenture ), by and among ALM X, Ltd. as the issuer (the Issuer ), ALM X, LLC, as the co-issuer (the Co-Issuer and, together with the Issuer, the Co-Issuers ) and U.S. Bank National Association, a national banking association ( U.S. Bank ) (the Trustee ) and (ii) Fiscal Agency Agreement dated as of January 30, 2014 (as may be amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Fiscal Agency Agreement ), by and among the Issuer, Appleby Trust (Cayman) Ltd., as share registrar, and the Trustee, as fiscal agent (in such capacity, the Fiscal Agent ). All capitalized terms used herein are used with the meanings given to such terms in the Indenture or the Fiscal Agency Agreement, as applicable. Pursuant to Section 8.3(c) of the Indenture, on behalf of and at the cost of the Co-Issuers, the Trustee hereby delivers this notice of a proposed supplemental indenture substantially in the form attached hereto as Exhibit A (the First Supplemental Indenture ) to the Collateral Manager, the Collateral Administrator, each Hedge Counterparty (if applicable), the Fiscal Agent, the Noteholders, the Rating Agencies and the Irish Stock Exchange and, on behalf of the Fiscal Agent, to the Holders of Preferred Shares. The Trustee has been informed that the Co-Issuers desire to enter into this First Supplemental Indenture to make changes to the Indenture necessary to issue replacement securities in connection with a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.2(a) of the Indenture and a redemption of the Preferred Shares in whole, in each case, as set forth in the First Supplemental Indenture. THE TRUSTEE AND THE FISCAL AGENT MAKE NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS IN RESPECT OF THE FIRST SUPPLEMENTAL INDENTURE, ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OR SUFFICIENCY OF THE FIRST SUPPLEMENTAL INDENTURE, AND MAKE NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE FIRST SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR.

2 This Notice is being sent to Holders of Notes and Preferred Shares by U.S. Bank National Association in its capacity as Trustee and Fiscal Agent at the request of the Issuer. Questions may be directed to the Trustee or the Fiscal Agent by contacting Gayle Filomia at telephone (617) or by at The CUSIP, ISIN and Common Code numbers appearing in this notice are included solely for the convenience of the Holders. The Trustee and the Fiscal Agent are not responsible for the selection or use of the CUSIP, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP, ISIN or Common Code numbers printed on the Notes, the Preferred Shares, or as indicated in this notice. Recipients of this notice are cautioned that this notice is not evidence that the Trustee or the Fiscal Agent will recognize the recipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat the person in whose name a Note is registered on the registration books maintained by the Trustee as a Holder. U.S. BANK NATIONAL ASSOCIATION, as Trustee and Fiscal Agent

3 SCHEDULE A Additional Parties Issuer: ALM X, Ltd. c/o Estera Trust (Cayman) Limited Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY Cayman Islands Attention: Directors Telephone no.: sf@estera.com Co-Issuer: ALM X, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi dpuglisi@puglisiassoc.com Collateral Manager: Apollo Credit Management (CLO), LLC 9 West 57th Street New York, New York Telephone no.: (917) Attention: Bret Leas and Belal Sabki With a copy to: Attention: Joseph Glatt Collateral Administrator: U.S. Bank National Association One Federal Street, Third Floor Boston, Massachusetts Attention: Gayle Filomia (RR 1 LTD.) gayle.filomia@usbank.com Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Attn: CBO/CLO Monitoring cdomonitoring@moodys.com S&P Global Ratings 55 Water Street, 41 st Floor New York, New York Attention: Asset Backed-CBO/CLO Surveillance CDO_Surveillance@spglobal.com Irish Stock Exchange: The Irish Stock Exchange plc Companies Announcements Office 28 Anglesea Street Dublin 2, Ireland For posting through ISE Direct McCann FitzGerald Listing Services Limited Riverside One, Sir John Rogerson's Quay Dublin 2, Ireland Facsimile No.: (353) Tony.Spratt@McCannFitzgerald.ie Information Agent Address: ALM.X@usbank.com

4 Class Rule 144A* CUSIP ISIN Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes Class E Notes Preferred Shares 00164GAA4 US00164GAA GAC0 US00164GAC GAG1 US00164GAG GAJ5 US00164GAJ HAA2 US00164HAA HAC8 US00164HAC H203 US00164H2031 Schedule B * Reg S* CUSIP ISIN G0230WAA2 USG0230WAA20 G0230WAB0 USG0230WAB03 G0230WAD6 USG0230WAD68 G0230WAE4 USG0230WAE42 G0230XAA0 USG0230XAA03 G0230XAB8 USG0230XAB85 G0230X409 KYG0230X4094 Reg S Common Code Accredited Investor* CUSIP ISIN N/A N/A N/A N/A N/A HAD6 US00164HAD H302 US00164H3021 * No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

5 EXHIBIT A PROPOSED FIRST SUPPLEMENTAL INDENTURE [see attached]

6 Subject to completion and amendment, draft dated July 13, 2017 FIRST SUPPLEMENTAL INDENTURE dated as of [August ], 2017 among RR 1 LTD, as Issuer and RR 1 LLC, as Co-Issuer and U.S. Bank National Association, as Trustee to the Indenture, dated as of January 30, 2014, among the Issuer, the Co-Issuer and the Trustee

7 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of [August ], 2017 (the "First Supplemental Indenture"), among RR 1 LTD (formerly known as, ALM X, Ltd.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), RR 1 LLC (formerly known as, ALM X, LLC), a limited liability company organized under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the "Trustee"), is entered into pursuant to the terms of the indenture, dated as of January 30, 2014, among the Issuer, the Co-Issuer, and the Trustee (the "Indenture"). In connection with this First Supplemental Indenture, the Issuer and the Collateral Manager intend to amend and restate the collateral management agreement, dated January 30, 2014, as of the Initial Refinancing Date (such agreement as so amended and restated, the "Collateral Management Agreement"). Capitalized terms used but not defined in this First Supplemental Indenture have the meanings assigned thereto in the Indenture. PRELIMINARY STATEMENT WHEREAS, pursuant to Section 8.1(xiii) of the Indenture, without the consent of the Holders or beneficial owners of any Notes, but with the written consent of the Collateral Manager, the Co-Issuers, when authorized by Board Resolutions, and the Trustee at any time and from time to time, may enter into one or more supplemental indentures to amend the name of the Issuer or the Co-Issuer; WHEREAS, the Co-Issuers desire to enter into this First Supplemental Indenture to amend the name of the Issuer and the Co-Issuer and the Collateral Manager hereby consents to such amendment; WHEREAS, pursuant to Sections 8.2 and 9.2 of the Indenture, with the written consent of the Collateral Manager and certain Holders of Outstanding Offered Securities, the Trustee and the Co- Issuers may enter into one or more supplemental indentures to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or to modify in any manner the rights of Holders of the Notes of any Class under the Indenture; WHEREAS, the Co-Issuers desire to enter into this First Supplemental Indenture to (i) make changes necessary to issue replacement securities in connection with a Refinancing of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, through issuance of the Class A-1-R Notes, the Class A-X Notes, the Class A-2-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D-R Notes, occurring on the same date as this First Supplemental Indenture; and (ii) amend certain provisions of the Indenture; WHEREAS, the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes issued on the Closing Date are being redeemed simultaneously with the execution of this First Supplemental Indenture; WHEREAS, immediately after giving effect to such Refinancing and the optional redemption of the Preferred Shares pursuant to the Fiscal Agency Agreement, the Issuer is expected to issue Subordinated Notes in aggregate principal amount of $[ ] (the "Subordinated Notes") pursuant to the Indenture, and the Co-Issuers desire to amend the Indenture pursuant to this First Supplemental Indenture to reflect such redemption of the Preferred Shares and additional issuance of Subordinated Notes; WHEREAS, the Collateral Manager has certified that the Refinancing and the terms of this First Supplemental Indenture will meet the requirements specified in Section 9.2(c) and Section 9.2(d) of the Indenture, including the delivery of notice to Moody's and S&P;

8 WHEREAS, pursuant to Section 9.2 of the Indenture, each of the Co-Issuers and the Trustee has received the written direction of the Collateral Manager directing the Refinancing; WHEREAS, pursuant to Section 9.2(f) of the Indenture, the Collateral Manager has certified that a Refinancing has been obtained meeting the requirements specified in Section 9.2, and the amendments herein are necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from the Holders of Offered Securities other than the Holders of 100% of the Preferred Shares and, as such, the Co-Issuers and the Trustee will amend the Indenture as provided in this First Supplemental Indenture; WHEREAS, pursuant to Section 8.2 and Section 9.2(f) of the Indenture, the Holders of a 100% of the Preferred Shares have consented to the terms of this First Supplemental Indenture; [WHEREAS, pursuant to Section [20] of the Collateral Management Agreement, a Majority of the Preferred Shares has consented to and each purchaser of a Refinance Note (including, for the avoidance of doubt, a Majority of the Controlling Class) will be deemed to have consented to the terms of the Collateral Management Agreement;] WHEREAS, each purchaser of a Refinance Note will be deemed to have consented to the execution of this First Supplemental Indenture; and WHEREAS, in accordance with Section 8.3(c) of the Indenture, a copy of this First Supplemental Indenture has been delivered to the Collateral Manager, the Collateral Administrator, each Hedge Counterparty, the Fiscal Agent, the Noteholders, and the Rating Agencies at least 15 Business Days prior to the date hereof. NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the Co-Issuers and the Trustee hereby agree as follows. Section 1. Issuance and Authentication of Offered Securities. The Co-Issuers will issue refinancing notes (the "Class A-1-R Notes", the "Class A-X Notes", the "Class A-2-R Notes", the "Class B-R Notes", the "Class C-R Notes" and the "Class D-R Notes" (collectively, the "Refinance Notes")) and Subordinated Notes (the "Subordinated Notes" and, together with the Refinance Notes, the "Offered Securities") the proceeds of which shall be used together with other available funds to redeem the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (collectively, the "Redeemed Notes") and the Preferred Shares (the "Preferred Shares" and, together with the Redeemed Notes, the "Redeemed Securities") and which shall have the designations, original principal amounts, and other characteristics as follows: Class Designation A-1-R A-X A-2-R B-R C-R D-R Subordinated Notes Original Principal Amount (1)... $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] $[ ] Stated Maturity (Payment Date in)... [ ] [2029] [ ] [2029] [ ] [2029] [ ] [2029] [ ] [2029] [ ] [2029] [ ] [2117] Fixed Rate Notes. No No No No No No N/A Floating Rate Notes... Yes Yes Yes Yes Yes Yes N/A Index... LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR N/A 2

9 Class Designation A-1-R A-X A-2-R B-R C-R D-R Subordinated Notes Index Maturity (2)... 3 month 3 month 3 month 3 month 3 month 3 month N/A Spread... [ ]% [ ]% [ ]% [ ]% [ ]% [ ]% N/A Initial Rating(s): Moody's... "[Aaa (sf)]" "[Aaa (sf)]" N/A N/A N/A N/A N/A S&P... "[AAA(sf)]" "[AAA(sf)]" Priority Classes... Pari Passu Classes... (3) (3) (3) (3) A-2-R, B-R, C-R, D-R, Subordinated Notes (3) A-2-R, B-R, C-R, D-R, Subordinated Notes (3) at least "[AA(sf)]" A-1-R, A-X at least "[A(sf)]" A-1-R, A-X, A-2-R at least "[BBB- (sf)]" A-1-R, A-X, A-2-R, B-R at least "[BB- (sf)]" A-1-R, A-X, A-2-R, B-R, C-R N/A A-1-R, A-X, A-2-R, B-R, C-R, D-R None None None None None B-R, C-R, D-R, Subordinated Notes C-R, D-R, Subordinated Notes D-R, Subordinated Notes Subordinated Junior Classes... Notes None Listed Notes... Yes No Yes Yes Yes Yes No Applicable Issuer(s)... Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer (1) As of the Initial Refinancing Date. (2) LIBOR shall be calculated in accordance with the definition of LIBOR. The spread over LIBOR with respect to any Class of Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Notes, subject to the conditions set forth in Section 9.7. The Refinance Notes will bear stated interest from (and including) the Initial Refinancing Date. (3) The Class A-1-R Notes and the Class A-X Notes are pari passu except to the extent expressly set forth in the Priority of Payments. The Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The Notes shall only be transferred or resold in compliance with the terms of the Indenture, as amended by this First Supplemental Indenture. Section 2. Amendments to the Indenture. As of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Indenture attached as Appendix A hereto. Section 3. Issuance and Authentication of Refinance Notes. (a) The Co-Issuers hereby direct the Trustee to (A) deposit in the Principal Collection Subaccount the proceeds of the Refinance Notes received on the Initial Refinancing Date; (B) transfer such proceeds into the Payment Account except as expressly provided in the immediately succeeding sentence; (C) pay the Redemption Prices of the Redeemed Securities using such proceeds and any other available funds (unless, only in the case of Preferred Shares, a holder elects to receive Subordinated Notes, in which case Subordinated Notes will be issued in lieu of a cash payment to such holders); and (D) pay all accrued and unpaid Administrative Expenses including any applicable expenses, fees, costs, charges and other amounts referred to in Section 9.2(d) of the Indenture (including all fees and expenses incurred in connection with the Optional Redemption of the Redeemed Securities and the issuance of the Refinance Notes and the Subordinated Notes), in each case, in accordance with Section 3

10 9.2 of the Indenture and the Priority of Payments. All proceeds of the Refinance Notes and the Subordinated Notes not applied in accordance with clauses (C) and (D) above shall be retained in the Collection Account and applied for one or more purposes permitted under this Indenture at the written direction of the Collateral Manager. (b) The Refinance Notes and the Subordinated Notes shall be issued as Rule 144A Global Notes and Regulation S Global Notes except that Refinance Notes and Subordinated Notes shall be issued in the form of Certificated Notes to (i) persons that are QIB/QPs who elect to receive Certificated Notes on the Initial Refinancing Date or who are IAI/QPs and (ii) persons that are Benefit Plan Investors who purchase ERISA-Restricted Notes (except as otherwise agreed to with the Issuer on the Initial Refinancing Date). The Refinance Notes and the Subordinated Notes shall be issued substantially in the forms attached to the Indenture and shall be executed by the Co-Issuers or the Issuer (as applicable) and delivered to the Trustee for authentication and thereupon the same shall be authenticated. Section 4. Consent. (a) Each Holder or beneficial owner of a Refinance Note, by its acquisition thereof on the Initial Refinancing Date, shall be deemed to agree to (i) the Indenture, as supplemented by this First Supplemental Indenture and the execution by the Co-Issuers and the Trustee hereof and (ii) the assignment and assumption of rights and obligations under the Collateral Management Agreement by Redding Ridge Asset Management LLC pursuant to the Assignment Agreement and the modifications to the Collateral Management Agreement on the Initial Refinancing Date. (b) Written consents have been obtained from 100% of the Preferred Shares to (i) this Supplemental Indenture, (ii) the assignment and assumption of rights and obligations under the Collateral Management Agreement by Redding Ridge Asset Management LLC pursuant to the Assignment Agreement and the modifications to the Collateral Management Agreement on the Initial Refinancing Date and (iii) the optional redemption of the Preferred Shares and the Redemption Price to be paid therefor, which may be paid, in whole or in part, by the issuance of Subordinated Notes to such holder. "Redemption Price" with respect to the Preferred Shares shall mean, with respect to each holder, the agreed upon (i) cash amount to be received by such holder, (ii) amount of Subordinated Notes to be received by such holder or (iii) combination of cash and amount of Subordinated Notes to be received by such holder. Section 5. Indenture to Remain in Effect. (a) Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. Upon issuance and authentication of the Refinance Notes and the Subordinated Notes and redemption in full of the Redeemed Securities, all references in the Indenture to any Class of Redeemed Securities shall apply mutatis mutandis to the corresponding Class of the Refinance Notes or Subordinated Notes, as applicable. All references in the Indenture to the Indenture or to "this Indenture" shall apply mutatis mutandis to the Indenture as modified by this First Supplemental Indenture. The Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this First Supplemental Indenture. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto. (b) For the avoidance of doubt, the changes set forth in Appendix A hereto shall supersede any terms or provisions of the Indenture that are inconsistent with such changes. 4

11 Section 6. Miscellaneous. (a) THIS FIRST SUPPLEMENTAL INDENTURE AND THE REFINANCE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS FIRST SUPPLEMENTAL INDENTURE AND THE REFINANCE NOTES AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS FIRST SUPPLEMENTAL INDENTURE OR THE REFINANCE NOTES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS. (b) This First Supplemental Indenture (and each amendment, modification and waiver in respect of it) and the Refinance Notes may be executed and delivered in counterparts (including by electronic or facsimile transmission), each of which will be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart signature page of this First Supplemental Indenture by (.pdf) or facsimile shall be effective as delivery of a manually executed counterpart of this First Supplemental Indenture. Section 7. Concerning the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of each of the Co-Issuers and, 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 First Supplemental Indenture and makes no representation with respect thereto. In entering into this First 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. Section 8. Execution, Delivery and Validity. Each of the Co-Issuers represents and warrants to the Trustee that (i) this First Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and (ii) the execution of this First Supplemental Indenture is authorized or permitted under the Indenture and all conditions precedent thereto have been satisfied. Section 9. Binding Effect. This First Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Section 10. Limited Recourse; Non-Petition. The terms of Section 2.7(i) and Section 13.1(d) of the Indenture shall apply to this First Supplemental Indenture mutatis mutandis as if fully set forth herein. Section 11. Direction to the Trustee. The Issuer hereby directs the Trustee to execute this First Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction. 5

12 IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Supplemental Indenture as of the date first written above. EXECUTED AS A DEED BY RR 1 LTD, as Issuer By: Name: Title: In the presence of: Witness: Name: Title: RR 1 LLC, as Co-Issuer By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title:

13 Consented to by: REDDING RIDGE ASSET MANAGEMENT LLC, as Collateral Manager By: Name: Title:

14 APPENDIX A [attached below]

15 PH Draft (v10) 7/13/17 Conformed through Supplemental Indenture No. 1 EXECUTION VERSION INDENTURE by and among ALM X,RR 1 LTD. Issuer ALM X,RR 1 LLC Co--Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Dated as of January 30, 2014 US_ACTIVE:\ \30\

16 TABLE OF CONTENTS Page TABLE OF CONTENTS PageARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Usage of Terms 7378 Section 1.3 Assumptions as to Assets 7478 ARTICLE II THE NOTES 81 Section 2.1 Forms Generally 7781 Section 2.2 Forms of Secured Notes 7782 Section 2.3 Authorized Amount; Stated Maturity; Denominations 7883 Section 2.4 Execution, Authentication, Delivery and Dating 7984 Section 2.5 Registration, Registration of Transfer and Exchange 8085 Section 2.6 Mutilated, Defaced, Destroyed, Lost or Stolen Note 8994 Section 2.7 ARTICLE III Payment of Principal and Interest and Other Amounts; Principal and Interest Rights Preserved 9095 Section 2.8 Persons Deemed Owners 9398 Section 2.9 Cancellation 9398 Section 2.10 DTC Ceases to Be Depository 9499 Section 2.11 Non--Permitted Holders Section 2.12 Taxes Section 2.13 Additional Issuance CONDITIONS PRECEDENT 104 Section 3.1 Conditions to Issuance of Notes on Closing Date Section 3.2 Conditions to Additional Issuance ius_active:\ \30\

17 TABLE OF CONTENTS (continued) Page Section 3.3 ARTICLE IV Custodianship; Delivery of Collateral Obligations and Eligible Investments ARTICLE V SATISFACTION AND DISCHARGE 109 Section 4.1 Satisfaction and Discharge of Indenture Section 4.2 Application of Trust Money Section 4.3 Repayment of Monies Held by Paying Agent REMEDIES 112 Section 5.1 Events of Default Section 5.2 Acceleration of Maturity; Rescission and Annulment Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee Section 5.4 Remedies Section 5.5 Optional Preservation of Assets Section 5.6 Trustee May Enforce Claims without Possession of Notes Section 5.7 Application of Money Collected Section 5.8 Limitation on Suits Section 5.9 Unconditional Rights of Secured Noteholders to Receive Principal and Interest Section 5.10 Restoration of Rights and Remedies Section 5.11 Rights and Remedies Cumulative Section 5.12 Delay or Omission Not Waiver Section 5.13 Control by Majority of Controlling Class Section 5.14 Waiver of Past Defaults Section 5.15 Undertaking for Costs Section 5.16 Waiver of Stay or Extension Laws Section 5.17 Sale of Assets Section 5.18 Action on the Notes iius_active:\ \30\

18 TABLE OF CONTENTS (continued) Page ARTICLE VI THE TRUSTEE 126 Section 6.1 Certain Duties and Responsibilities Section 6.2 Notice of Event of Default Section 6.3 Certain Rights of Trustee Section 6.4 Not Responsible for Recitals or Issuance of Notes Section 6.5 May Hold Offered Securities Section 6.6 Money Held in Trust Section 6.7 Compensation and Reimbursement Section 6.8 Corporate Trustee Required; Eligibility Section 6.9 Resignation and Removal; Appointment of Successor Section 6.10 Acceptance of Appointment by Successor Section 6.11 Merger, Conversion, Consolidation or Succession to Business of Trustee Section 6.12 Co-Trustees Section 6.13 Certain Duties of Trustee Related to Delayed Payment of Proceeds Section 6.14 Authenticating Agents Section 6.15 Withholding Section 6.16 Fiduciary for Secured Noteholders Only; Agent for Each Other Secured Party 133 and the Holders of Subordinated Notes 139 Section 6.17 Representations and Warranties of the Bank Section 6.18 Representations and Warranties of the Trustee ARTICLE VII COVENANTS 140 Section 7.1 Payment of Principal and Interest Section 7.2 Maintenance of Office or Agency Section 7.3 Money for Note Payments to be Held in Trust Section 7.4 Existence of Co--Issuers Section 7.5 Protection of Assets iiius_active:\ \30\

19 TABLE OF CONTENTS (continued) Page Section 7.6 Opinions as to Assets Section 7.7 Performance of Obligations Section 7.8 Negative Covenants Section 7.9 Statement as to Compliance Section 7.10 Co--Issuers May Consolidate, etc. Only on Certain Terms Section 7.11 Successor Substituted Section 7.12 No Other Business Section 7.13 Maintenance of Listing Section 7.14 Annual Rating Review Section 7.15 Reporting Section 7.16 Calculation Agent Section 7.17 Certain Tax Matters Section 7.18 Effective Date; Purchase of Additional Collateral Obligations Section 7.19 Representations Relating to Security Interests in the Assets Section 7.20 Rule 17g--5 Compliance ARTICLE VIII SUPPLEMENTAL INDENTURES 166 Section 8.1 Supplemental Indentures without Consent of Holders of Notes Section 8.2 Supplemental Indentures with Consent of Holders of Notes Section 8.3 Execution of Supplemental Indentures Section 8.4 Effect of Supplemental Indentures Section 8.5 Reference in Notes to Supplemental Indentures Section 8.6 Re-Pricing Amendment ARTICLE IX REDEMPTION OF NOTES 174 Section 9.1 Mandatory Redemption Section 9.2 Optional Redemption Section 9.3 Tax Redemption Section 9.4 Redemption Procedures ivus_active:\ \30\

20 TABLE OF CONTENTS (continued) Page Section 9.5 Notes Payable on Redemption Date Section 9.6 Special Redemption Section 9.7 Re-Pricing Section 9.8 Issuer Purchases of Secured Notes 176 ARTICLE X ACCOUNTS, ACCOUNTINGS AND RELEASES 185 Section 10.1 Collection of Money Section 10.2 Collection Account Section 10.3 Transaction Accounts Section 10.4 Reinvestment of Funds in Accounts; Reports by Trustee Section 10.5 Accountings Section 10.6 Release of Collateral Section 10.7 Reports by Independent Accountants Section 10.8 Reports to Rating Agencies and Additional Recipients Section 10.9 ARTICLE XI Procedures Relating to the Establishment of Accounts Controlled by the Trustee Section Investment Company Act Procedures APPLICATION OF MONIES 208 Section 11.1 Disbursements of Monies from Payment Account ARTICLE XII SALE OF COLLATERAL OBLIGATIONS; PURCHASE OF ADDITIONAL COLLATERAL OBLIGATIONS 217 Section 12.1 Sales of Collateral Obligations Section 12.2 Purchase of Additional Collateral Obligations Section 12.3 Conditions Applicable to All Sale and Purchase Transactions ARTICLE XIII NOTEHOLDERS ' RELATIONS 225 Section 13.1 Subordination vus_active:\ \30\

21 TABLE OF CONTENTS (continued) Page Section 13.2 Standard of Conduct ARTICLE XIV MISCELLANEOUS 226 Section 14.1 Form of Documents Delivered to Trustee Section 14.2 Acts of Holders Section 14.3 Notices, etc., to Trustee, the Co--Issuers, the Collateral Manager, the Initial Purchasers, the Placement Agents, the Refinancing Placement Agent, the Collateral Administrator, the Paying Agent, the Administrator, any Hedge Counterparty and each Rating Agency Section 14.4 Notices to Holders; Waiver Section 14.5 Effect of Headings and Table of Contents Section 14.6 Successors and Assigns Section 14.7 Severability Section 14.8 Benefits of Indenture Section 14.9 Legal Holidays Section Governing Law Section Submission to Jurisdiction Section Waiver of Jury Trial Section Counterparts Section Acts of Issuer Section Confidential Information Section Liability of Co--Issuers Section Communications with Rating Agencies Section Trustee Consent to Issuer Merger 229 ARTICLE XV ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT 236 Section 15.1 Assignment of Collateral Management Agreement ARTICLE XVI HEDGE AGREEMENTS 237 vius_active:\ \30\

22 TABLE OF CONTENTS (continued) Page Section 16.1 Hedge Agreements viius_active:\ \30\

23 TABLE OF CONTENTS (continued) Page - - viiius_active:\ \30\

24 Schedules and Exhibits Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7 Approved Index List Moody's Industry Classification Group List S&P Industry Classifications Diversity Score Classification Moody's Rating Definitions S&P Recovery Rate Tables S&P MatrixRatings Definitions Exhibit A Forms of Notes A--1 Form of Global Note Representing Secured NoteNotes A--2 Form of Certificated Note Representing Secured NoteNotes A-3 Form of Global Note Representing Subordinated Note A-4 Form of Certificated Note Representing Subordinated Notes Exhibit B Forms of Transfer and Exchange Certificates B--1 Form of Transferor Certificate for Transfer of Rule 144A Global Secured Note or Certificated Secured Note to Regulation S Global Secured Note B--2 Form of PurchaserTransferee Representation Letter for Certificated Secured Notes B--3 Form of Transferor Certificate for Transfer of Regulation S Global Secured Note or Certificated Secured Note to Rule 144A Global Secured Note B-4 Reserved-4 Form of Purchaser Representation Letter for Subordinated Notes B--5 Form of ERISA and Affected Bank-Restricted Notes ERISA Certificate B-6 Form of Transferee Certificate of Rule 144A Global Secured Note B-7 Form of Transferee Certificate of Regulation S Global Secured Note Exhibit C Calculation of LIBORExhibit D Form of Beneficial Ownership Certificate Exhibit E [Reserved] Exhibit F Form of Asset Quality Matrix Notice Exhibit G Form of Weighted Average S&P Recovery Rate Notice Exhibit H Trustee Consent to Issuer Merger ix

25 INDENTURE, dated as of January 30, 2014, among RR 1 LTD (formerly known as, ALM X, Ltd.), an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer ),"), RR 1 LLC (formerly known as ALM X, LLC), a limited liability company organized under the laws of the State of Delaware (the "Co--Issuer " and, together with the Issuer, the "Co--Issuers ") and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the "Trustee "). PRELIMINARY STATEMENT The Co-Issuers are duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture. Except as otherwise provided herein, all covenants and agreements made by the Co-Issuers herein are for the benefit and security of the Secured Parties. The Co-Issuers are entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to make this Indenture a valid agreement of the Co--Issuers in accordance with the agreement 's terms have been done. GRANTING CLAUSES The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Notes, the Trustee, the Collateral Manager, the Administrator, the Fiscal Agent, each Hedge Counterparty (if any) and the Collateral Administrator (collectively, the "Secured Parties "), all of itsthe Issuer's right, title and interest in, to and under, all personal property of the Issuer, in each case, whether now owned or existing on the Closing Date, or hereafter acquired or arising and wherever located including, without limitation, (a) : (a) the Collateral Obligations which the Issuer causes to be Delivered to the Trustee (directly or through an intermediary or bailee) herewith and all payments thereon or with respect thereto, and all Collateral Obligations which are Delivered to the Trustee in the future pursuant to the terms hereof and all payments thereon or with respect thereto, (b) ; (b) each of the Accounts, and any Eligible Investments purchased with funds on deposit in any of the Accounts, and all income from the investment of funds therein, (c) ; (c) subject to the rights of the Hedge Counterparty therein, each Hedge Counterparty Collateral Account, and any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein, (d) ; (d) the Collateral Management Agreement as set forth in Article XV hereof, the Risk Retention Letter, the Hedge Agreements, the Fiscal Agency Agreement, the Administration Agreement and the Collateral Administration Agreement, (e) ; (e) all Cash or Money Delivered to the Trustee (or its bailee) from any source for the benefit of the Secured Parties or the Issuer, (f) ; US_ACTIVE:\ \30\

26 (f) all accounts, chattel paper, deposit accounts, financial assets, general intangibles, instruments, investment property, letter of credit rights and other supporting obligations relating to the foregoing (in each case as defined in the UCC) (other than the Preferred Shares Payment Account), (g) ; (g) any other property otherwise Delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations or Eligible Investments), (h) ; (h) the Issuer 's ownership interest in and rights in allany Tax Subsidiary Assets and the Issuer 's rights under any agreement with any Tax Subsidiary, (i) ; (i) (j) any Equity Securities received by the Issuer; and (j) all proceeds with respect to the foregoing; provided that, such Grants shall not include the U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Offered Securities, the funds attributable to the issuance and allotment of the Issuer 's ordinary shares or the bank account in the Cayman Islands in which such funds are deposited (or any interest thereon), the Preferred Shares Payment Account and any funds deposited or credited to the Preferred Shares Payment Account or any Margin Stock held by the Issuer (collectively, the "Excepted Property ") (the assets referred to in (a) through (j), excluding the Excepted Property, are collectively referred to as the "Assets "). The above Grant is made to secure the Secured Notes and certain other amounts payable by the Issuer as described herein. Except as set forth in the Priority of Payments and Article XIII of this Indenture, the Secured Notes are secured by the Grant equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise. The Grant is made to secure, in accordance with the priorities set forth in the Priority of Payments and Article XIII of this Indenture, (i) the payment of all amounts due on the Secured Notes in accordance with their terms, (ii) the payment of all other sums (other than in respect of the Preferred SharesSubordinated Notes) payable under this Indenture, (iii) the payment of amounts owing by the Issuer under the Collateral Management Agreement, the Securities Account Control Agreement and the Collateral Administration Agreement and (iv) compliance with the provisions of this Indenture, all as provided in this Indenture (the "Secured Obligations "). The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of "Collateral Obligation " or "Eligible Investments ", as the case may be. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein in accordance with the terms hereof. 2US_ACTIVE:\ \30\

27 ARTICLE I DEFINITIONS Section 1.1 Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. The word "including " shall mean "including without limitation." All references in this Indenture to designated "Articles ", "Sections ", "subsections " and other subdivisions are to the designated articles, sections, sub-sections and other subdivisions of this Indenture. The words "herein ", "hereof ", "hereunder " and other words of similar import refer to this Indenture as a whole and not to any particular article, section, subsection or other subdivision. "25% Limitation ": A limitation that is exceeded only if Benefit Plan Investors hold 25% or more of the value of any class of equity interests in the Issuer, as calculated under 29 C.F.R. Section , as modified by Section 3(42) of ERISA. "Accepted Purchase Request": The meaning specified in Section 9.7(c). "Accountants ' Report ": An agreed-upon procedures report, as specified in Section 7.18(d), of the firm or firms appointed by the Issuer pursuant to Section 10.7(a). "Accounts ": (i) the Payment Account, (ii) the Collection Account, (iii) the Ramp-Up Account, (iv) the Revolver Funding Account, (v) the Expense Reserve Account, (vi) the Interest Reserve Account, (vii) the Custodial Account, (viii) each Hedge Counterparty Collateral Account, and (ix) the Supplemental Reserve Account and (x) the Letter of Credit Reserve Account. "Act " and "Act of Holders ": The meanings specified in Section "Action by Manager": With respect to the Co-Issuer, an action in writing by its manager duly appointed from time to time in accordance with its Governing Documents. "Additional Junior Securities ": Additional securities of any one or more new classes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Issuer issued pursuant to this Indenture (other than the Subordinated Notes), if any class of securities issued pursuant to this Indenture other than the Secured Notes or Subordinated Notes is then Outstanding). "Adjusted Collateral Principal Amount ": As of any date of determination: (a) (a) the Aggregate Principal Balance of the Collateral Obligations (other than Long-Dated Obligations, Defaulted Obligations, Discount Obligations, Excepted Current Pay Obligations as set forth in clause (g) below and Deferring SecuritiesObligations); plus 3US_ACTIVE:\ \30\

28 (b) (b) unpaid Principal Financed Accrued Interest (other than in respect of Defaulted Obligations); plus (c) (c) without duplication, the amounts on deposit in the Accounts (including Eligible Investments therein) representing Principal Proceeds; plus (d) (d) the aggregate, for each Defaulted Obligation and Deferring Security, of the lesser of (I) the Moody s Collateral Value of such Defaulted Obligation or Deferring Security and (II)(i) if such Defaulted Obligation or Deferring Security has been a Defaulted Obligation or Deferring Security, respectively, for 30 days or less, the product of (A) the applicable S&P Recovery Rate for such Defaulted Obligation or Deferring Security and (B) the principal amount of such Defaulted Obligation or Deferring Security and (ii) if such Defaulted Obligation or Deferring Security has been a Defaulted Obligation or Deferring Security, respectively, for more than 30 days, the lesser of (A) the product of (1) the applicable S&P Recovery Rate for such Defaulted Obligation or Deferring Security and (2) the principal amount of such Defaulted Obligation or Deferring Security and (B) the Market Value of such Defaulted Obligation orthe (i) S&P Collateral Value of all Defaulted Obligations and Deferring Obligations and (ii) the Moody's Collateral Value of all Defaulted Obligations and Deferring SecurityObligations; provided that, the Adjusted Collateral Principal Amount will be zero for any Defaulted Obligation which the Issuer has owned for more than three years after its default date; plus (e) with respect to Long-Dated Obligations, 0% of the Aggregate Principal Balance of such Collateral Obligations; plus (f) (e) the aggregate, for each Discount Obligation, of the product of the (I) purchase price (expressed as a percentage of par) (excluding accrued interest and any syndication or upfront fees paid to the Issuer, but including, at the discretion of the Collateral Manager, the amount of any related transaction costs (including assignment fees) paid by the Issuer to the seller of the Collateral Obligation or its agent) and (II) Principal Balance of such Discount Obligation, excluding accrued interest; minus (g) (f) the Excess CCC/Caa Adjustment Amount; plus (g) the aggregate of the applicable S&P Recovery Amounts for Excepted Current Pay Obligations; provided, further, that, with respect to any Collateral Obligation that satisfies more than one of the definitions of Defaulted Obligation, Discount Obligation, Deferring Securities, Excepted Current Pay ObligationsObligation, Long-Dated Obligation or any asset that falls into the Excess CCC/Caa Adjustment Amount, such Collateral Obligation shall, for the purposes of this definition, be treated as belonging to the category of Collateral Obligations which results in the lowest Adjusted Collateral Principal Amount on any date of determination. "Adjusted Weighted Average Moody 's Rating Factor ": As of any Measurement Date and notwithstanding the final paragraph of the definition of Moody s Default Probability Rating,, a number equal to the Weighted Average Moody 's Rating Factor determined in the 4US_ACTIVE:\ \30\

29 following manner: each applicable rating on credit watch by Moody 's that is (a) on (i) positive watch will be treated as having been upgraded by one rating subcategory, (bii) on negative watch will be treated as having been downgraded by two rating subcategories and (ciii) on negative outlook will be treated as having been downgraded by one rating subcategory. "Administration Agreement ": An agreement between the Administrator (as administrator and share trustee) and the Issuer (as amended from time to time) relating to the various corporate management functions that the Administrator will perform on behalf of the Issuer, including communications with shareholders and the general public, and the provision of certain clerical, administrative and other corporate services in the Cayman Islands during the term of such agreement. "Administrative Expense Cap ": An amount equal on any Payment Date (when taken together with any Administrative Expenses paid pursuant to the Priority of Payments during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) % per annum (prorated for the related Interest Accrual Period on the basis of a 360--day year consisting of twelve 30--day months) of the Fee Basis Amount on the related Determination Date and (b) U.S.$150,000225,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to the Priority of Payments (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then--current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date. "Administrative Expenses ": The fees, expenses (including indemnities) and other amounts due or accrued with respect to any Payment Date (including, with respect to any Payment Date, any such amounts that were due and not paid on any prior Payment Date in accordance with the Priority of Payments) and payable in the following order by the Issuer or the Co--Issuer: first, to make any capital contribution to a Tax Subsidiary necessary to pay any taxes, duties, governmental charges or similar impositions; second, to the Trustee pursuant to Section 6.7 and the other provisions of this Indenture, third, to the Collateral Administrator pursuant to the Collateral Administration Agreement, fourth, to the Fiscal Agent Pursuant to the Fiscal Agency Agreement, fifth, to the Administrator pursuant to the Administration Agreement, sixthfifth, on a pro rata basis, the following amounts (excluding indemnities) to the following parties: (i) (i) the Independent accountants, agents (other than the Collateral Manager) and counsel of the Co--Issuers and any Tax Subsidiary for fees and expenses; (ii) (ii) the Rating Agencies for fees and expenses (including any annual fee, amendment fees and surveillance fees) in connection with any rating of theany Class of 5US_ACTIVE:\ \30\

30 Secured Notes (and in the case of S&P, the Class A-1 Notes only) or in connection with the rating of (or provision of credit estimates in respect of) any Collateral Obligations; (iii) (iii) the Collateral Manager under this Indenture and the Collateral Management Agreement, including without limitation reasonable expenses of the Collateral Manager (including fees for its accountants, agents and counsel) incurred in connection with the purchase or sale of any Collateral Obligations, any other expenses incurred in connection with the Collateral Obligations and amounts payable pursuant to the Collateral Management Agreement but excluding the Collateral Management Fee; (iv) (iv) (v) the Administrator pursuant to the Administration Agreement; the independent manager of the Co--Issuer for fees and expenses; (v) (vi) the Independent Review Party (as defined in the Collateral Management Agreement) for fees and expenses; and (vi) (vii) any other Person in respect of any other fees or expenses permitted under this Indenture and the documents delivered pursuant to or in connection with this Indenture (including, without limitation, the payment of all legal and other fees and expenses incurred in connection with the purchase or sale of any Collateral Obligations and any other expenses incurred in connection with the Collateral Obligations) and the Offered Securities, including but not limited to, amounts owed to the Co--Issuer pursuant to Section 7.1, any amounts due in respect of the listing of any Notes Offered Securities on any stock exchange or trading system and, any listing fees, any fees and expenses incurred in connection with the establishment and maintenance of any Tax Subsidiary and sixthexpenses related to compliance with FATCA; and seventh, on a pro rata basis, indemnities payable to any Person pursuant to any Transaction Document; provided that, (x) amounts due in respect of actions taken on or before the Closing Date shall not be payable as Administrative Expenses but shall be payable only from the Expense Reserve Account pursuant to Section 10.3(d) and (y) for the avoidance of doubt, amounts that are expressly payable to any Person under the Priority of Payments in respect of an amount that is stated to be payable as an amount other than as Administrative Expenses (including, without limitation, interest, principal and distributions in respect of the Offered Securities) shall not constitute Administrative Expenses. "Administrator ": ApplebyEstera Trust (Cayman) Ltd.Limited, together with its successors and assigns in such capacity. Affected Bank : A bank for purposes of Section 881 of the Code or an entity affiliated with such a bank that owns, directly or indirectly, more than 33 1/3% of the Aggregate Outstanding Amount of the Class D Notes, Class E Notes or Preferred Shares and is neither (x) a United States person nor (y) entitled to the benefits of an income tax treaty with the United 6US_ACTIVE:\ \30\