Notice of proposed Ordinary Resolution to the Class A Noteholders (the Notice ) CAIRN CLO IV B.V.

Transcription

1 THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE CLASS A NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary. This Notice is addressed only to the Class A Noteholders (as defined below) and persons to whom it may otherwise be lawful to distribute it ( relevant persons ). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons. If you have recently sold or otherwise transferred your entire holding(s) of Class A Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION. CAIRN CLO IV B.V. Herikerbergweg 238 Luna Arena, 1101 CM Amsterdam The Netherlands 11 April 2018 Notice of proposed Ordinary Resolution to the Class A Noteholders (the Notice ) CAIRN CLO IV B.V. (a private company with limited liability incorporated under the laws of The Netherlands) (the Issuer ) 175,000,000 Class A-1 Senior Secured Floating Rate Notes due ,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2028 (together, the Class A Notes ) The trust deed dated 18 December 2014 constituted the Notes and was made between, amongst others, Cairn CLO IV B.V. as the Issuer, Cairn Loan Investments LLP as the Investment Manager and U.S. Bank Trustees Limited, in its capacity as the Trustee (including the terms and conditions of the Notes set out in Schedule 3 (Conditions of the Notes) thereto (as amended and restated from time to time), the Trust Deed ). Capitalised terms used but not otherwise defined in this Notice shall have the meaning given thereto in the Trust Deed (including the Conditions as set out in Schedule 3 thereto). 1

2 1. Proposed Amendments Please take notice that in connection with: (a) (b) the update by Fitch to its ratings methodology (the Fitch Rating Methodology Amendment ); and an eighteen month extension of the measurement period for purposes of the Weighted Average Life Test (the Weighted Average Life Extension Amendment ), it is proposed that some amendments are made to the Investment Management Agreement (the Fitch Rating Methodology Amendment and the Weighted Average Life Extension Amendment together, the IMA Amendment ). The IMA Amendment is set out in detail in the Proposed Written Resolution (defined below) which is attached in the Schedule hereto. 2. Approval Requirements In accordance with Condition 14(c)(xiii) (Modification and Waiver) and Clause 26.2(m) (Modification) of the Trust Deed, the Issuer may make any modifications to the Collateral Quality Tests, Portfolio Profile Tests, Reinvestment Overcollateralisation Test, Reinvestment Criteria or Eligibility Criteria and all related definitions (including in order to reflect changes in the methodology applied by the Rating Agencies) subject to prior written notice to the Trustee, Rating Agency Confirmation and the consent of the Controlling Class, acting by way of Ordinary Resolution. The Issuer will seek to obtain Rating Agency Consent from: (a) (b) Fitch in respect of the Fitch Rating Methodology Amendment; and Fitch and Moody s in respect of the Weighted Average Life Extension Amendment. 3. Request The Issuer hereby requests that the holders of more than 50 per cent. of the aggregate Principal Amount Outstanding of the Class A Notes (being the Controlling Class) approve the IMA Amendment by passing a resolution in writing in the form attached hereto in the Schedule (Form of Written Resolution) (the Proposed Written Resolution ). If so sanctioned, the Proposed Written Resolution shall for all purposes be as valid and effective as an Ordinary Resolution passed at a meeting of the Class A Noteholders duly convened and held. Accordingly, Holders of the Class A Notes are requested to approve and pass the Proposed Written Resolution in accordance with the procedure set out below by NO LATER THAN 5 p.m. (London time) on 17 April 2018 (the Approval Deadline ). Class A Noteholders are advised that subject to the Trustee having received signed Written Resolutions together with satisfactory evidence of holding (as described below) from the holders of more than 50 per cent. of the aggregate Principal Amount Outstanding of the Class A Notes (the Approval Conditions ), the Proposed Written Resolution shall be passed on the earlier of: (1) 17 April 2018 at 5 p.m. (London time) or (2) the date on which the Approval Conditions are satisfied. Any Holders of the Class A Notes with questions relating to the IMA Amendment are kindly requested to contact the Issuer using the details provided below. Each Holder of the Class A Notes is solely responsible for making its own independent appraisal of all matters (including those relating to this Notice, the Class A Notes and the Issuer) as such Holder deems 2

3 appropriate, and each Holder must make its own decision as to whether to consent to the IMA Amendment and to sign the Proposed Written Resolution. In accordance with normal practice, the Trustee has not been involved in the formulation or negotiation of the IMA Amendment or the Proposed Written Resolution outlined in this Notice, and the Trustee expresses no opinion nor makes any representations as to the merits of the IMA Amendment (which it has not been involved in drafting) or the Proposed Written Resolution nor does the Trustee express any opinion on whether Holders of the Class A Notes would be acting in their best interests voting for or against the IMA Amendment and the Proposed Written Resolution, but the Trustee has authorised it to be stated that on the basis of the information contained in this Notice that it has no objection to the IMA Amendment and the Proposed Written Resolution being submitted to Holders of the Class A Notes for their consideration. Holders of the Class A Notes should take their own independent advice on the merits and consequences of signing or not signing the Proposed Written Resolution, including any tax consequences. The Trustee is not responsible for the accuracy, completeness, validity, relevance, sufficiency or correctness of the statements made in this Notice (including any information stated to be provided by the Issuer) or omissions herein and make no representation that all relevant information has been disclosed to the Holders of the Class A Notes in or pursuant to this Notice. Nothing in this Notice should be construed as a recommendation to the Holders of the Class A Notes from the Issuer, the Trustee the Collateral Administrator or the Principal Paying Agent to vote in favour of, or against, the IMA Amendment or the Proposed Written Resolution. No person has been authorised to make any recommendation on behalf of the Issuer, the Trustee, the Investment Manager, the Collateral Administrator or the Principal Paying Agent as to whether or how the Holders of the Class A Notes should vote pursuant to the IMA Amendment. No person has been authorised to give any information, or to make any representation in connection therewith, other than those contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent. This Notice does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity in any jurisdiction. The distribution of this Notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this Notice comes are required by the Issuer, the Trustee, the Investment Manager, the Collateral Administrator and the Principal Paying Agent to inform themselves about, and to observe, any such restrictions. This Notice does not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions. Availability of Documents All documents referred to in this Notice and the Proposed Written Resolution are available for inspection on and from the date of the Notice, during usual business hours at the principal office of the Issuer and at the specified offices of the Transfer Agents for the time being. Any Holders of the Class A Notes wishing to approve the IMA Amendment should follow the procedure below. Procedure for direct voting on the Proposed Written Resolution for Holders of the Class A Notes Any Holder of the Class A Notes wishing to elect to approve the IMA Amendment should: 1. complete and sign the attached Proposed Written Resolution (as applicable); 2. forward the signed Proposed Written Resolution, together (to the extent not already provided) with evidence of their interest in the relevant Class A Notes in a form satisfactory to the Trustee, by to anatoly.sorin@usbank.com and CLO.Relationship.Management@usbank.com; and 3

4 3. give irrevocable instructions to the relevant Clearing Systems to block Class A Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to the Class A Notes at any time after such date until the earlier of (i) the date that the Proposed Written Resolution has been passed or (ii) two Business Days immediately following the Approval Deadline. Class A Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System. Holders of the Class A Notes who do not wish to approve the Proposed Written Resolution need take no action. By forwarding a signed Written Resolution as described above, each beneficial owner of the Class A Notes will confirm that they have authorised the Clearing Systems at which their account is maintained to disclose to each of the addressees of the Proposed Written Resolution confirmation that they are the beneficial owner of such Class A Notes and the Principal Amount Outstanding of such Class A Notes. Any Holder of the Class A Notes who does not wish to approve the IMA Amendment need take no action but will be bound by the Written Resolution if it is subsequently passed. This Notice is issued by: CAIRN CLO IV B.V. Herikerbergweg 238 Luna Arena, 1101 CM Amsterdam The Netherlands By: Date: 11 April

5 Contact Details: To the Issuer: CAIRN CLO IV B.V. Address: Herikerbergweg 238 Luna Arena, 1101 CM Amsterdam Attention: Managing Directors Facsimile: +31 (0)

6 SCHEDULE FORM OF WRITTEN RESOLUTION To: U.S. BANK TRUSTEES LIMITED Fifth Floor, 125 Old Broad Street London EC2N 1AR Attention: CLO Relationship Management CAIRN CLO IV B.V. Herikerbergweg 238 Luna Arena, 1101 CM Amsterdam The Netherlands Attention: Managing Directors Facsimile: +31 (0) CAIRN CLO IV B.V. (the Issuer ) 175,000,000 Class A-1 Senior Secured Floating Rate Notes due ,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2028 (together, the Class A Notes ) We refer to (i) a trust deed dated 18 December 2014 (the Trust Deed ) between (amongst others) Cairn CLO IV B.V. as the Issuer, Cairn Loan Investments LLP as the Investment Manager and U.S. Bank Trustees Limited, in its capacity as the Trustee (the Trustee ) (including the terms and conditions of the Notes set out in Schedule 3 (Conditions of the Notes) thereto) (the Conditions ) as amended and restated from time to time, pursuant to which the Class A Notes were constituted on the terms and subject to the conditions contained therein and (ii) the related deed of amendment to the Investment Management Agreement in the form set out in the Schedule to this Written Resolution(the IMA Deed of Amendment ) which, subject to the passing of this Written Resolution, is expected to be made between, inter alios, the Issuer and the Investment Manager in connection with Condition 14(c)(xiii) (Modification and Waiver) and Clause 26.2(m) (Modification) of the Trust Deed in order to implement: (a) the update by Fitch to its ratings methodology by introducing certain amendments in the Investment Management Agreement (the Fitch Rating Methodology Amendment ) and (b) an eighteen month extension of the measurement period for purposes of the Weighted Average Life Test (the Weighted Average Life Extension Amendment ). Please refer to the IMA Deed of Amendment set out in the Schedule hereto to see details of the Fitch Rating Methodology Amendment and the Weighted Average Life Extension Amendment (the Fitch Rating Methodology Amendment and the Weighted Average Life Extension Amendment together, the IMA Amendment ). The Effective Date of the IMA Amendment will be the date on which the conditions precedent set out in the IMA Deed of Amendment (which shall include the receipt by the Issuer of Rating Agency Confirmation from (i) Fitch in respect of the Fitch Rating Methodology Amendment and (ii) Fitch and Moody s in respect of the Weighted Average Life Extension) has been satisfied. 6

7 We, the undersigned, hereby certify that, as at the date of signing this Written Resolution, we are the beneficial owner of the principal amount of Class A Notes set out below. Legal name of the Class A Noteholder: Principal amount of Class A Notes beneficially owned: Euroclear Account Number or similar: ISIN: We hereby authorise the approval of this Written Resolution and: 1. approve the IMA Amendment and the entry by the parties to the Investment Management Agreement into the IMA Deed of Amendment (to be effective as of the Effective Date) in order to evidence such IMA Amendment; 2. authorise, request and direct the Trustee and the Issuer to concur with and enter into any other deeds and documents and/or do all such acts and things as may be necessary or expedient for the purpose of giving effect to this Written Resolution; 3. irrevocably waive any claim against the Trustee and the Issuer which arises as a result of any loss or damage to the Noteholders suffered or incurred as a result of the Trustee and/or the Issuer following the terms of this Written Resolution and the implementation of this Written Resolution (including for the avoidance of doubt, the directions and/or instructions contained herein); 4. approve that the Trustee and the Issuer shall have no liability and irrevocably waive any claims against the Trustee and the Issuer for acting upon this Written Resolution and the implementation of the Written Resolution even though it may be subsequently found that there is a defect in this Written Resolution or that for any reason this Written Resolution is not valid or binding upon the Noteholders; 5. discharge and exonerate each of the Trustee and the Issuer from any and all liability for which it may have become or may become responsible under the Trust Deed, the Notes or the Conditions in respect of any act or omission in connection with this Written Resolution or the implementation thereof; 6. agree that this Written Resolution shall take effect as a Written Resolution; and 7. attach evidence of our holding of Class A Notes in an amount equal to as at the date hereof. In addition, we hereby confirm that we have given irrevocable instructions to the relevant Clearing Systems to block such Class A Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to such Class A Notes, and hereby undertake not to transfer such Class A Notes, at any time after such date until the earlier of (i) the date that the Written Resolution has been passed or (ii) two Business Days immediately following the Approval Deadline. Class A Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System. We have also authorised the Clearing System and any custodian at which our account is maintained to disclose to each of the addressees of this Written Resolution confirmation that we are the beneficial owner of the Class A Notes referred to above. We acknowledge and represent that, in connection with this Written Resolution: (i) the Trustee has not been involved in the formulation of this Written Resolution or the IMA Amendment and in accordance with normal practices the Trustee expresses no opinion on the merits (or otherwise) of this Written Resolution; 7

8 (ii) (iii) (iv) we are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Trustee or the Issuer; we have consulted (or considered it not necessary to consult) with our own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent deemed necessary, and have made our own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation) based upon our own judgement and upon any advice from such advisors as deemed necessary and not upon any view expressed by the Trustee or the Issuer; and we are signing this Written Resolution with a full understanding of all of the terms, conditions and risks hereof and thereof (economic and otherwise), and we are capable of assuming and willing to assume (financially and otherwise) those risks. The trust deed dated 18 December 2014 constituted the Notes and was made between, amongst others, Cairn CLO IV B.V. as the Issuer, Cairn Loan Investments LLP as the Investment Manager and U.S. Bank Trustees Limited, in its capacity as the Trustee (including the terms and conditions of the Notes set out in Schedule 3 (Conditions of the Notes) thereto (as amended and restated from time to time) (the Trust Deed ) Capitalised terms used but not otherwise defined in this Notice shall have the meaning given thereto in the Trust Deed (including the Conditions as set out in Schedule 3 thereto). Signed for and on behalf of Date: 8

9 Schedule Form of IMA Deed of Amendment 9

10 2018 CAIRN CLO IV B.V. as Issuer and U.S. BANK TRUSTEES LIMITED as Trustee and ELAVON FINANCIAL SERVICES D.A.C. as Custodian, Information Agent and Collateral Administrator and CAIRN LOAN INVESTMENTS LLP as Investment Manager DEED OF AMENDMENT MILBANK, TWEED, HADLEY & M c CLOY LLP London v4

11 CONTENTS Clause Page 1. Interpretation and Definitions Trustee Acknowledgment Amendments to the Investment Management Agreement Limited Recourse and Non-Petition References to Transaction Documents Notices Counterparts Benefit of Deed Acknowledgement Governing Law and Jurisdiction Contract (Rights of Third Parties) Act v4# v2

12 THIS DEED OF AMENDMENT (this Deed ) is made on 2018 BETWEEN: (1) CAIRN CLO IV B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands having its registered office at Herikerbergweg 238, Luna Arena, 1101 CM Amsterdam, The Netherlands, in its capacity as issuer (the Issuer ); (1) U.S. BANK TRUSTEES LIMITED, a limited company registered in England and Wales with company number having its registered office at 125 Old Broad Street, fifth floor, London EC2N 1AR, in its capacity as trustee (the Trustee, which term shall include the permitted successors or assigns thereof) for the Secured Parties; (2) ELAVON FINANCIAL SERVICES D.A.C., a designated activity company registered in Ireland with the Companies Registration Office (registered number ), with its registered office at Block E, Cherrywood Business Park, Dublin, Ireland acting through its UK Branch (registered number BR009373) from its offices at 125 Old Broad Street, fifth floor, London EC2N 1AR under the trade name, U.S. Bank Global Corporate Trust Services, in its capacities as custodian (the Custodian ), as information agent (the Information Agent ) and as collateral administrator (the Collateral Administrator ) and each such expressions including any successors or assigns thereof; and (3) CAIRN LOAN INVESTMENTS LLP, a limited liability partnership incorporated under the laws of England and Wales, having its registered office at 27 Knightsbridge, London SW1X 7LY, in its capacity as investment manager (the Investment Manager ), each a Party and together the Parties. WHEREAS: (A) (B) The parties hereto have previously entered into a trust deed for the issuance of Notes (the Trust Deed ) dated 18 December 2014, as novated and supplemented on 28 April 2017 and as further amended and restated from time to time, pursuant to which the Notes are constituted and secured and an investment management agreement dated 18 December 2014 (as amended and restated on 28 April 2017, the Investment Management Agreement ). The parties hereto wish to amend the terms of the Investment Management Agreement as set forth herein (the Amendments ) in order to: (i) (ii) reflect an update by Fitch to its ratings methodology (the Fitch Rating Methodology Amendment ) ; and reflect an eighteen month extension of the measurement period for purposes of the Weighted Average Life Test (the Weighted Average Life Extension Amendment ) v4# v2

13 (C) (D) In accordance with Condition 14(c)(xiii) (Modification and Waiver) and Clause 26.2(m) (Modification) of the Trust Deed, the Class A Noteholders (being the Controlling Class) have approved the Amendments by way of Ordinary Resolution and have consented to and directed the Trustee to consent to the Amendments. Rating Agency Confirmation has been received from: (i) (ii) Fitch in respect of the Fitch Rating Methodology Amendments to the Investment Management Agreement; and Fitch and Moody s in respect of the Weighted Average Life Extension Amendment to the Investment Management Agreement, in each case, pursuant to Condition 14(c)(xiii) (Modification and Waiver) and Clause 26.2(m) (Modification) of the Trust Deed v4 2

14 NOW IT IS HEREBY AGREED AS FOLLOWS: 1. Interpretation and Definitions. 1.1 In this Deed and in the recitals thereto, except so far as the context otherwise requires and subject to contrary indication, words and expressions defined and expressed to be construed in the Trust Deed shall, unless otherwise defined herein, have the same meaning and construction mutatis mutandis herein. 1.2 In this Deed, the term Effective Date means the date hereof, or such other date as may be agreed in writing by the parties hereto. 1.3 The headings and the contents page in this Deed shall not affect its interpretation. 1.4 Words denoting the singular number only shall include the plural number also and vice versa; words denoting one gender only shall include the other gender and words denoting persons only shall include firms and corporations and vice versa. 1.5 References to Clauses shall, unless the context otherwise requires, be to clauses of this Deed. 1.6 Any reference to an enactment is a reference to it as already amended and includes a reference to any repealed enactment which it may re enact, with or without amendment, and to any re enactment and/or amendment of it. 1.7 All certificates/notices required to be provided pursuant to this Deed shall be certificates/notices signed by duly authorised representatives of the persons or companies required to provide such certificates/notices. 1.8 Reference to any document or agreement shall include reference to such document or agreement as varied or supplemented from time to time and to any document or agreement which replaces such first mentioned document or agreement as varied or supplemented from time to time. 2. Trustee Acknowledgment 2.1 The Trustee hereby confirms that it has received the consent of and direction from the Controlling Class acting by Ordinary Resolution to effect the Amendments. 2.2 The Issuer hereby certifies pursuant to Condition 14(c) and Clause 26.2 of the Trust Deed that the Amendments are required pursuant to Condition 14(c)(xiii) (Modification and Waiver) and Clause 26.2(m) (Modification) of the Trust Deed. 3. Amendments to the Investment Management Agreement The parties hereto hereby agree that on and with effect from the Effective Date, the Investment Management Agreement shall be amended as provided for in this clause The matrix appearing in Schedule 7 (Fitch Tests Matrix) of the Investment Management Agreement is hereby deleted in its entirety and replaced by the following matrix: v4 3

15 WAS/WA RF Schedule 9 (Fitch Minimum Weighted Average Recovery Rate Test) of the Investment Management Agreement is hereby deleted and replaced with the following: "Fitch Minimum Weighted Average Recovery Rate Test" means the test that will be satisfied in respect of the Notes on any Measurement Date from (and including) the Effective Date, if the Fitch Weighted Average Recovery Rate is greater than or equal to the applicable level in the applicable Fitch Tests Matrix. "Fitch Weighted Average Recovery Rate" means, as of any Measurement Date, the rate (expressed as a percentage) determined by summing the products obtained by multiplying the Principal Balance of each Collateral Debt Obligation by the Fitch Recovery Rate in relation thereto and dividing such sum by the v4 4

16 Aggregate Principal Balance of all Collateral Debt Obligations and rounding up to the nearest 0.1 per cent. For the purposes of determining the Principal Balance and Aggregate Principal Balance of Collateral Debt Obligations in this definition, the Principal Balance of each Defaulted Obligation shall be excluded. "Fitch Recovery Rate" means, with respect to a Collateral Debt Obligation, the recovery rate determined in accordance with paragraphs (a) to (c) below or (in any case) such other recovery rate as Fitch may notify the Investment Manager (or such other recovery rate as may be published by Fitch in connection with any revision of its recovery rate methodology) from time to time: (a) if such Collateral Debt Obligation has a public Fitch recovery rating, or a recovery rating is assigned by Fitch in the context of provision by Fitch of a credit opinion to the Investment Manager, the recovery rate corresponding to such recovery rating in the table below (unless a specific recovery rate (expressed as a percentage) is provided by Fitch, in which case such recovery rate shall be used): Fitch recovery rating Fitch recovery rate RR1 95 RR2 80 RR3 60 RR4 40 RR5 20 RR6 5 (b) (c) if such Collateral Debt Obligation is a Corporate Rescue Loan and has neither a public Fitch recovery rating, nor a recovery rating assigned to it by Fitch in the context of provision by Fitch of a credit opinion, the Issuer or the Investment Manager on behalf of the Issuer shall apply to Fitch for a Fitch recovery rating, provided that the Fitch recovery rating in respect of such Corporate Rescue Loan shall be considered to be "RR3" pending provision by Fitch of such Fitch recovery rating, and the recovery rate applicable to such Corporate Rescue Loan shall be the recovery rate corresponding to such Fitch recovery rating in the table above; and if such Collateral Debt Obligation is not a Corporate Rescue Loan and has neither a public Fitch recovery rating, nor a recovery rating assigned to it by Fitch in the context of provision by Fitch of a credit opinion to the Investment Manager, the recovery rate applicable will be the rate determined in accordance with the table below, where the Collateral Debt Obligation shall be categorised as "Strong Recovery" if it is a Senior Secured Loan or a Senior Secured Bond, "Moderate Recovery" if it is an Unsecured Senior Loan and otherwise "Weak Recovery", and shall fall into the country group corresponding to the country in which the Obligor thereof is Domiciled: Group 1 Group 2 Group 3 Strong Recovery Moderate Recovery Weak Recovery The country group of a Collateral Debt Obligation shall be determined, by reference to the country where the Obligor thereof is Domiciled, in accordance with the below: Group 1: Australia, Bermuda, Canada, Cayman Islands, New Zealand, Puerto Rico (U.S.), United States. Group 2: Austria, Barbados, Belgium, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Hong Kong, Iceland, Ireland, Israel, Italy, Japan, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Netherlands, Norway, Poland, Portugal, Singapore, Slovakia, Slovenia, South Korea, Spain, Sweden, Switzerland, Taiwan, United Kingdom v4 5

17 Group 3: Albania, Argentina, Asia Others, Bahamas, Bosnia and Herzegovina, Brazil, Bulgaria, Chile, China, Colombia, Costa Rica, Croatia, Cyprus, Dominican Republic, Eastern Europe Others, Ecuador, Egypt, El Salvador, Greece, Guatemala, Hungary, India, Indonesia, Iran, Jamaica, Kazakhstan, Liberia, Macedonia, Malaysia, Malta, Marshall Islands, Mauritius, Mexico, Middle East and North Africa Others, Moldova, Morocco, Other Central America, Other South America, Other Sub Saharan Africa, Pakistan, Panama, Peru, Philippines, Qatar, Romania, Russia, Saudi Arabia, Serbia and Montenegro, South Africa, Thailand, Tunisia, Turkey, Ukraine, Uruguay, Venezuela, Vietnam. 3.3 In respect of the Weighted Average Life Extension Amendment, the definition of Weighted Average Life in Schedule 15 (Weighted Average Life Test) of the Investment Management Agreement is hereby deleted and replaced with the following: The "Weighted Average Life Test" will be satisfied on any Measurement Date if the Weighted Average Life as of such date is less than the number of years (rounded up to the nearest one hundredth thereof) during the period from such Measurement Date to 30 July Schedule 17 (Fitch Rating) of the Investment Management Agreement is hereby deleted and replaced with the following: The "Fitch Rating" of any Collateral Debt Obligation will be determined in accordance with the below (with the sub-paragraph earliest in this definition applying in the case where more than one sub-paragraph would otherwise be applicable): (a) (b) (c) (d) (e) (f) (g) with respect to any Collateral Debt Obligation in respect of which there is a Fitch issuer default rating, including credit opinions, whether public or privately provided to the Investment Manager following notification by the Investment Manager that the Issuer has entered into a binding commitment to acquire such Collateral Debt Obligation (the "Fitch Issuer Default Rating"), the Fitch Rating shall be such Fitch Issuer Default Rating; if the Obligor thereof has an outstanding long-term financial strength rating from Fitch (the "Fitch LTSR"), then the Fitch Rating shall be one notch lower than such Fitch LTSR; if, in respect of any other obligation of the Obligor or its Affiliates, there is a publicly available rating by Fitch, then the Fitch Rating shall be the Fitch IDR Equivalent determined by applying the Fitch Rating Mapping Table (as defined below) to such rating; if in respect of the Collateral Debt Obligation there is a Moody's CFR, a Moody's Long Term Issuer Rating or an S&P Issuer Credit Rating, then the Fitch Rating shall be the rating that corresponds to the lowest thereof; if in respect of the Collateral Debt Obligation, there is an Insurance Financial Strength Rating, then the Fitch Rating shall be one notch lower than such Insurance Financial Strength Rating; if in respect of the Collateral Debt Obligation there is a Moody's/S&P Corporate Issue Rating, then the Fitch Rating shall be the Fitch IDR Equivalent determined by applying the Fitch Rating Mapping Table (as defined below) to such rating; if a Fitch Rating cannot otherwise be assigned, the Investment Manager, on behalf of the Issuer, shall apply to Fitch for a credit opinion which shall then be the Fitch Rating or shall agree a rating with Fitch which shall then be the Fitch Rating, provided that pending receipt from Fitch of any credit opinion, the applicable Collateral Debt Obligation shall either be deemed to have a Fitch Rating of "B-", subject to the Investment Manager believing (in its reasonable judgement) that such credit assessment will be at least "B-" or the rating specified as applicable thereto by Fitch pending receipt of such credit assessment; provided v4 6

18 further that if no credit opinion from Fitch is expected (in the opinion of the Investment Manager) to become available for the relevant Collateral Debt Obligation and (i) the relevant Collateral Debt Obligation is not a Defaulted Obligation or a Collateral Debt Obligation with a Moody's CFR or Moody's Long Term Issuer Rating (in each case without regard to whether any such ratings are publicly available) of "Caa1" or lower and, if the relevant Collateral Debt Obligation has only a Moody's Issue Rating, the Fitch IDR Equivalent rating determined by applying the Fitch Rating Mapping Table to such Moody's Issue Rating, is higher than "CCC+"; (ii) the relevant Collateral Debt Obligation has a private rating by Moody's; and (iii) the relevant Collateral Debt Obligation does not form part of the Fitch Deemed Rating Excess (as defined below), then the Fitch Rating of the relevant Collateral Debt Obligation shall be deemed to be "B-" (provided that the Investment Manager may elect in its sole discretion to assign any such Collateral Debt Obligation a Fitch Rating of "CCC"), and if any of the clauses (i) to (iii) in the foregoing proviso are not met, then the relevant Collateral Debt Obligation will be deemed to have a Fitch Rating of "CCC" (except where a Fitch IDR Equivalent rating has been determined in accordance with paragraph (i) above and such rating is lower than "CCC", in which case the relevant Collateral Debt Obligation shall be deemed to be a Defaulted Obligation for the purposes of this definition of "Fitch Rating"); or (h) if such Collateral Debt Obligation is a Corporate Rescue Loan: (i) (ii) if such Corporate Rescue Loan has a publicly available rating from Fitch or has been assigned an issue-level credit assessment by Fitch, the Fitch Rating shall be such rating or credit assessment; and otherwise the Issuer or the Investment Manager on behalf of the Issuer shall apply to Fitch for an issue-level credit assessment provided that, pending receipt from Fitch of any issue-level credit assessment, the applicable Corporate Rescue Loan shall either be deemed to have a Fitch Rating of "B-", subject to the Investment Manager believing (in its reasonable judgement) that such credit assessment will be at least "B-" or the rating specified as applicable thereto by Fitch pending receipt of such credit assessment. For the purposes of determining the Fitch Rating, the following definitions shall apply, provided always that (i) if a debt security or obligation of the Obligor has been in default for the past two years, the Fitch Rating of such Collateral Debt Obligation shall be treated as "D" (except if such Collateral Debt Obligation is a Corporate Rescue Loan, in which case the Fitch Rating shall be determined in accordance with paragraph (h) above), (ii) with respect to any Current Pay Obligation that is rated "D" or "RD", the Fitch Rating of such Current Pay Obligation will be "CCC", and provided further that (x) if the applicable Collateral Debt Obligation has been put on rating watch negative or negative credit watch for possible downgrade by Fitch, then the rating used to determine the Fitch Rating above shall be one rating subcategory below such rating by Fitch, (y) if the applicable Collateral Debt Obligation has been put on rating watch negative or negative credit watch for possible downgrade by S&P or Moody's and the Fitch Rating is derived from S&P or Moody's, then the Fitch Rating shall be one rating subcategory below what would otherwise be the Fitch Rating, and (z) notwithstanding the rating definition described above, Fitch reserves the right to use a credit opinion or a rating estimate for any Collateral Debt Obligations at any time. "Fitch Deemed Rating Excess" means each Collateral Debt Obligation to which a Fitch Rating of "B-" would have been applied in accordance with the second proviso in paragraph (g) above, but for the Principal Balance of which, when added to the Principal Balance of each other such Collateral Debt Obligation (and for the avoidance of doubt excluding for the purposes of this definition all such Collateral Debt Obligations to which the Investment Manager has assigned a Fitch Rating of "CCC" pursuant to paragraph (g) above), exceeding 10 per cent of the Aggregate Collateral Balance (where v4 7

19 the latest Collateral Debt Obligations to have been purchased shall be deemed to constitute such excess). "Fitch IDR Equivalent" means, in respect of any rating described in the Fitch Rating Mapping Table, the equivalent Fitch Issuer Default Rating determined by increasing (or reducing, in the case of a negative number) such rating (or the nearest Fitch equivalent thereof) by the number of notches specified under "Mapping Rule" in the fourth column of the Fitch Rating Mapping Table. "Fitch Rating Mapping Table" means the following table: Rating Type Applicable Rating Agency(ies) Issue rating Mapping Rule Corporate family rating or long Moody's n/a +0 term issuer rating Issuer credit rating S&P n/a +0 Senior unsecured Fitch, Moody's or S&P Any +0 Senior, senior secured or Fitch or S&P "BBB-" or above +0 subordinated secured Senior, senior secured or Fitch or S&P "BB+" or below -1 subordinated secured Senior, senior secured or Moody's "Ba1" or above -1 subordinated secured Senior, senior secured or Moody's "Ba2" or below, but -2 subordinated secured above "Ca" Senior, senior secured or Moody's "Ca" -1 subordinated secured Subordinated, junior subordinated Fitch, Moody's or S&P "B+"/"B1" or above +1 or senior subordinated Subordinated, junior subordinated or senior subordinated Fitch, Moody's or S&P "B"/"B2" or below +2 "Insurance Financial Strength Rating" means, in respect of a Collateral Debt Obligation, the lower of any applicable public insurance financial strength rating by S&P or Moody's in respect thereof. "Moody's CFR" means, in respect of a Collateral Debt Obligation, a publicly available corporate family rating by Moody's in respect of the Obligor thereof. "Moody's Issue Rating" means the rating or the unpublished loan rating or the credit estimate expressly assigned to a debt obligation (or facility) by Moody s. "Moody's Long Term Issuer Rating" means, in respect of a Collateral Debt Obligation, a publicly available long term issuer rating by Moody's in respect of the Obligor thereof. "Moody's/S&P Corporate Issue Rating" means, in respect of a Collateral Debt Obligation, the lower of the Fitch IDR Equivalent ratings, determined in accordance with the Fitch Rating Mapping Table, corresponding to any outstanding publicly available issue rating by Moody's and/or S&P in respect of any other obligation of the Obligor or any of its Affiliates v4 8

20 "S&P Issuer Credit Rating" means, in respect of a Collateral Debt Obligation, a publicly available issuer credit rating by S&P in respect of the Obligor thereof. 4. Limited Recourse and Non-Petition 4.1 Limited Recourse (a) (b) (c) The obligations of the Issuer to pay amounts due and payable in respect of the Notes and to the other Secured Parties at any time shall be limited to the proceeds available at such time to make such payments in accordance with the Priorities of Payment. Notwithstanding anything to the contrary in the Conditions, the Trust Deed or any other Transaction Document, if the net proceeds of realisation of the security constituted by the Trust Deed and the Euroclear Security Agreement, upon enforcement thereof in accordance with Condition 11 (Enforcement) and the provisions of the Trust Deed, are less than the aggregate amount payable in such circumstances by the Issuer in respect of the Notes and to the other Secured Parties (such negative amount being referred to herein as a shortfall ), the obligations of the Issuer in respect of the Notes of each Class and its obligations to the other Secured Parties in such circumstances will be limited to such net proceeds, which shall be applied in accordance with the Priorities of Payment. In such circumstances, the other assets (including the Issuer Dutch Account and its rights under the Issuer Management Agreement) of the Issuer will not be available for payment of such shortfall which shall be borne by the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders, the Class F Noteholders, the Subordinated Noteholders, the Trustee and the other Secured Parties in accordance with the Priorities of Payment (applied in reverse order). The rights of the Secured Parties to receive any further amounts in respect of such obligations shall be extinguished and none of the Noteholders of each Class or the other Secured Parties may take any further action to recover such amounts. In addition, none of the Noteholders or any of the other Secured Parties shall have any recourse against any director, shareholder or officer of the Issuer in respect of any obligations, covenants or agreements entered into or made by the Issuer pursuant to the terms of the Conditions, the Trust Deed or any other Transaction Document to which the Issuer is a party or any notice or documents which it is requested to deliver hereunder or thereunder. None of the Trustee, the Managing Directors, the Initial Purchaser, the Investment Manager or any Agent has any obligation to any Noteholder of any Class for payment of any amount by the Issuer in respect of the Notes of any Class. 4.2 Non-Petition None of the Noteholders of any Class, the Trustee or the other Secured Parties (nor any other person acting on behalf of any of them) shall be entitled at any time to institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganisation, arrangement, insolvency, winding-up or liquidation proceedings or other proceedings under any applicable bankruptcy or similar law in connection with any v4 9

21 obligations of the Issuer relating to the Notes of any Class, the Trust Deed or otherwise owed to the Secured Parties, save for lodging a claim in the liquidation of the Issuer which is initiated by another non-affiliated party or taking proceedings to obtain a declaration or judgment as to the obligations of the Issuer and without limitation to the Trustee's right to enforce and/or realise the security constituted by the Trust Deed and the Euroclear Security Agreement (including by appointing a receiver or an administrative receiver). 4.3 Survival The provisions of this Clause 4 (Limited Recourse and Non-Petition) shall survive the termination of this Deed. 5. References to Transaction Documents With effect from and including the Effective Date, any reference in the Transaction Documents to the Investment Management Agreement shall be construed as a reference to the Investment Management Agreement as amended pursuant to and in accordance with this Deed or as further amended from time to time. 6. Notices The provisions of clause 31 (Notices) of the Investment Management Agreement shall apply to and be incorporated into this Deed, mutatis mutandis. 7. Counterparts This Deed and any agreement supplemental hereto may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same instrument and any party to this Deed or any agreement supplemental hereto may enter into the same by executing and delivering a counterpart. 8. Benefit of Deed This Deed shall be binding upon and endure to the benefit of each party hereto and its successors. 9. Acknowledgement The parties hereto acknowledge, as of the date of this Deed, that each of their respective rights and obligations, other than as amended hereby, under the Investment Management Agreement continue to remain in full force and effect v4 10

22 10. Governing Law and Jurisdiction 10.1 This Deed (and any dispute, controversy, proceedings or claim of whatever nature (whether contractual or non-contractual) arising out of or in any way relating to this Agreement or its formation) is governed by and shall be construed in accordance with English law Subject to paragraph 10.3 below, the parties irrevocably agree that the courts of England are to have exclusive jurisdiction for the purpose of hearing and determining any suit, action or proceedings and/or to settle any disputes (whether contractual or non contractual) arising out of or in connection with this Deed or its formation (respectively, Proceedings and Disputes ) and accordingly irrevocably submit to the jurisdiction of such courts Nothing in this clause shall (or shall be construed so as to) limit the right of the Agents, the Trustee, the Investment Manager or the Collateral Administrator to take Proceedings against the Issuer in any other country in which the Issuer has assets or in any other court of competent jurisdiction nor shall the taking of any Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law The Issuer irrevocably waives any objection which it might at any time have to the courts of England being nominated as the forum to hear and decide any Proceedings and to settle any Disputes and agrees not to claim the courts of England are not a convenient or appropriate forum for any such Proceedings or Disputes. 11. Contract (Rights of Third Parties) Act 1999 Except as provided herein, a person who is not a party to this Deed shall have no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any of the terms hereof. THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this Deed v4 11

23 SIGNATORIES Issuer EXECUTED and DELIVERED as a DEED By a duly authorised signatory for and on behalf of CAIRN CLO IV B.V. ) ) ) )... Authorised signatory Trustee EXECUTED and DELIVERED as a DEED By two duly authorised signatories for and on behalf of U.S. BANK TRUSTEES LIMITED ) ) ) )... Authorised signatory... Authorised signatory Custodian, Information Agent and Collateral Administrator EXECUTED and DELIVERED as a DEED By two duly authorised signatories for and on behalf of ELAVON FINANCIAL SERVICES D.A.C. ) ) ) )... Authorised signatory... Authorised signatory v4 12

24 Investment Manager and Retention Holder EXECUTED and DELIVERED as a DEED By two duly authorised signatories for and on behalf of CAIRN LOAN INVESTMENTS LLP ) ) ) )... Authorised signatory... Authorised signatory v4 13