NOTICE OF EXECUTED SECOND SUPPLEMENTAL INDENTURE ATLAS SENIOR LOAN FUND IV, LTD. ATLAS SENIOR LOAN FUND IV, LLC

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1 Corporate Trust Services 9062 Old Annapolis Road Columbia, MD MAC: R NOTICE OF EXECUTED SECOND SUPPLEMENTAL INDENTURE ATLAS SENIOR LOAN FUND IV, LTD. ATLAS SENIOR LOAN FUND IV, LLC To: The Parties Listed on Schedule I hereto. May 16, 2018 Ladies and Gentlemen: Reference is made to that certain Indenture dated as of January 22, 2014 (as amended by the First Supplemental Indenture dated August 15, 2017, and as further amended, modified or supplemented from time to time, the Indenture ) among Atlas Senior Loan Fund IV, Ltd., as Issuer (the Issuer ), Atlas Senior Loan Fund IV, LLC, as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co-Issuers ), and Wells Fargo Bank, National Association, as trustee (the Trustee ). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture. I. Notice to Nominees and Custodians. If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice. II. Notice of Executed Second Supplemental Indenture. Reference is further made to that certain Notice of Proposed Second Supplemental Indenture dated as of April 17, 2018 in which the Trustee provided notice of a proposed supplemental indenture to be entered into pursuant to Sections 8.1(vi) and 8.1(xx) of the Indenture (the Supplemental Indenture ). Pursuant to Section 8.3(c) of the Indenture, you are hereby notified of the execution of the Supplemental Indenture dated as of May 15, A copy of the executed Supplemental Indenture is attached hereto as Exhibit A. Any questions should be directed to the attention of Cheryl Bohn by telephone at (410) or by at Cheryl.Bohn@wellsfargo.com and Irene Kaplanis by telephone at (410) or by at Catherine.I.Kaplanis@wellsfargo.com, or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Cheryl Bohn and Irene Kaplanis, MAC R , 9062 Old Annapolis, Columbia, MD The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent 1 of 5 America: /00431: v1

2 with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee does not make recommendations or give investment advice herein or as to the Notes generally. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 2 of 5 America: /00431: v1

3 Schedule I Addressees Holders of Notes: CUSIP CUSIP (Rule 144A) (Reg S) Class A-1L-RR Notes 04941KAS8 G06197AJ9 Class A-2L-RR Notes 04941KAU3 G06197AK6 Class A-3L-RR Notes 04941KAW9 G06197AL4 Class B-1L-RR Notes 04941KAY5 G06197AM2 Class B-2L-R Notes 04941LAG2 G0621HAD6 Class B-3L-R Notes 04941LAJ6 G0621HAE4 Subordinated Notes 04941LAE7 G0621HAC8 Issuer: Atlas Senior Loan Fund IV, Ltd. c/o Estera Trust (Cayman) Limited Clifton House 75 Fort Street, P.O. Box 1350 Grand Cayman KY Cayman Islands Attention: The Directors Co-Issuer: Atlas Senior Loan Fund IV, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi dpuglisi@puglisiassoc.com Collateral Manager: Crescent Capital Group LP 10 Hudson Yards, 41st Floor New York, New York The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders. 3 of 5 America: /00431: v1

4 Fax: (212) Attn: Matthew Miller Rating Agencies: Moody s Investors Service, Inc. cdomonitoring@moodys.com S&P Global Ratings CDO_Surveillance@spglobal.com Collateral Administrator/Information Agent: Wells Fargo Bank, National Association Northwest Freeway, Suite 500 Houston, TX Irish Stock Exchange: 28 Anglesea Street Dublin 2, Ireland Irish Listing Agent McCann FitzGerald Listing Services Limited Riverside One Sir John Rogerson s Quay Dublin 2, Ireland 4 of 5 America: /00431: v1

5 EXHIBIT A EXECUTED SECOND SUPPLEMENTAL INDENTURE 5 of 5 America: /00431: v1

6 EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE to the INDENTURE dated as of January 22, 2014 by and among ATLAS SENIOR LOAN FUND IV, LTD., as Issuer, ATLAS SENIOR LOAN FUND IV, LLC, as Co-Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee This SECOND SUPPLEMENTAL INDENTURE dated as of May 15, 2018 (this Supplemental Indenture ) to the Indenture dated as of January 22, 2014 (as amended by that certain First Supplemental Indenture, dated as of August 15, 2017 and as further amended, restated, supplemented or modified prior to the date hereof, the Indenture ) is entered into by and among ATLAS SENIOR LOAN FUND IV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), ATLAS SENIOR LOAN FUND IV, 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the Indenture (together with its successors in such capacity, the Trustee ). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Indenture. PRELIMINARY STATEMENT WHEREAS, the Co-Issuers have been directed by the Majority of Subordinated Notes to redeem each Class of Secured Notes (in whole but not in part) from Sale Proceeds and/or Refinancing Proceeds on the Payment Date in May 2018 in accordance with Section 9.2(a) of the Indenture; WHEREAS, the conditions to effect an Optional Redemption of all of the Secured Notes through a Refinancing have been satisfied; WHEREAS, the Co-Issuers wish to amend the Indenture pursuant to Sections 8.1(vi) and (xx) to effect the modifications set forth in Section 1 below; WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Sections 8.1 and 8.3 of the Indenture have been satisfied; and USActive

7 NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows: 1. Amendments. Effective as of the date hereof upon satisfaction of the conditions set forth in Section 2 below, the following amendments are made to the Indenture pursuant to Sections 8.1(vi), 8.1(xx) and 9.2(f) of the Indenture: (i) Section 1.1 of the Indenture is amended by inserting the following new definitions in alphabetical order: Class A-1L-RR Notes : The Class A-1L-RR Senior Secured Floating Rate Notes issued on the Second Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3. Class A-2L-RR Notes : The Class A-2L-RR Senior Secured Floating Rate Notes issued on the Second Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3. Class A-3L-RR Notes : The Class A-3L-RR Senior Secured Deferrable Floating Rate Notes issued on the Second Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3. Class B-1L-RR Notes : The Class B-1L-RR Senior Secured Deferrable Floating Rate Notes issued on the Second Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3. Class B-2L-R Notes : The Class B-2L-R Senior Secured Deferrable Floating Rate Notes issued on the Second Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3. Class B-3L-R Notes : The Class B-3L-R Senior Secured Deferrable Floating Rate Notes issued on the Second Refinancing Date pursuant to this Indenture and having the characteristics specified in Section 2.3. Independent Fiduciary : The meaning specified in Section 2.5(c)(iv). Second Refinancing Notes : The Class A-1L-RR Notes, the Class A- 2L-RR Notes, the Class A-3L-RR Notes, the Class B-1L-RR Notes, the Class B-2L-R and the Class B-3L-R Notes. Second Refinancing Date : May 15, Second Refinancing Initial Purchaser : BNPP Securities Corp., as initial purchaser under the Second Refinancing Purchase Agreement. Second Refinancing Purchase Agreement : The purchase agreement dated as of the Second Refinancing Date, by and among the Co-Issuers and the Second Refinancing Initial Purchaser in respect of the Second USActive

8 Refinancing Notes purchased by the Second Refinancing Initial Purchaser on the Second Refinancing Date, as amended from time to time. (ii) The definitions of Class A-1L Notes, Class A-2L Notes, Class A-3L Notes, Class B-1L Notes, Class B-2L Notes, and Class B-3L Notes and Offering Circular set forth in Section 1.1 of the Indenture are amended and restated in their entirety as follows: Class A-1L Notes : (a) Prior to the Refinancing Date, the Class A-1L Senior Secured Floating Rate Notes issued on the Closing Date pursuant to this Indenture and having the characteristics specified in Section 2.3, (b) on and after the Refinancing Date but prior to the Second Refinancing Date, the Class A-1L-R Notes and (c) on and after the Second Refinancing Date, the Class A-1L-RR Notes. Class A-2L Notes : (a) Prior to the Refinancing Date, the Class A-2L Senior Secured Floating Rate Notes issued on the Closing Date pursuant to this Indenture and having the characteristics specified in Section 2.3, (b) on and after the Refinancing Date but prior to the Second Refinancing Date, the Class A-2L-R Notes and (c) on and after the Second Refinancing Date, the Class A-2L-RR Notes. Class A-3L Notes : (a) Prior to the Refinancing Date, the Class A-3L Senior Secured Deferrable Floating Rate Notes issued on the Closing Date pursuant to this Indenture, (b) on and after the Refinancing Date but prior to the Second Refinancing Date, the Class A-3L-R Notes and (c) on and after the Second Refinancing Date, the Class A-3L-RR Notes. Class B-1L Notes : (a) Prior to the Refinancing Date, the Class B-1L Senior Secured Deferrable Floating Rate Notes issued on the Closing Date pursuant to this Indenture, (b) on and after the Refinancing Date but prior to the Second Refinancing Date, the Class B-1L-R Notes and (c) on and after the Second Refinancing Date, the Class B-1L-RR Notes. Class B-2L Notes : (a) Prior to the Second Refinancing Date, the Class B-2L Senior Secured Deferrable Floating Rate Notes issued on the Closing Date pursuant to this Indenture and (b) on and after the Second Refinancing Date, the Class B-2L-R Notes. Class B-3L Notes : (a) Prior to the Second Refinancing Date, the Class B-3L Senior Secured Deferrable Floating Rate Notes issued on the Closing Date pursuant to this Indenture and (b) on and after the Second Refinancing Date, the Class B-3L-R Notes. Offering Circular : With respect to (a) the Notes issued on the Closing Date, the offering circular relating to the offer and sale of the Notes dated January 17, 2014, including any supplements thereto, (b) the Replacement Notes, the final offering circular related to the offer and sale of the Replacement Notes dated August 10, 2017, and (c) the Second USActive

9 Refinancing Notes, the final offering circular related to the offer and sale of the Second Refinancing Notes dated May 11, (iii) The definition of Transaction Documents set forth in Section 1.1 of the Indenture is amended by inserting, the Second Refinancing Purchase Agreement immediately following the Refinancing Purchase Agreement. (iv) The table set forth in Section 2.3 of the Indenture is amended adding the table as set forth in Annex A hereto and adding A-1L-RR, A-2L-RR, A-3L-RR, B-1L-RR, B-2L-R, B- 3L-R, to the designations of Priority Classes in the columns for the Subordinated Notes. (v) Section 2.5(c) of the Indenture is amended by inserting the following clause (iv) at the end thereof: (iv) If the purchaser or beneficial owner is a Benefit Plan Investor, it shall be deemed to represent and warrant to the Issuer, on each day from the date on which it acquires such Note or interest through and including the date on which it disposes of such Note or interest, and at any time when regulation 29 C.F.R. Section (c), as modified April 8, 2016, is applicable, that the fiduciary making the decision to invest in the Notes on behalf of the investor is an independent plan fiduciary within the meaning of 29 C.F.R. Section (c)(1) ( Independent Fiduciary ) and that Independent Fiduciary shall be deemed to represent and warrant that (a) the Independent Fiduciary is a bank, insurance carrier, registered investment adviser, broker-dealer or other person with financial expertise, in each case as described in 29 C.F.R. Section (c)(1)(i); (b) the Independent Fiduciary is capable of evaluating investment risk independently, both in general and with regard to particular transactions and investment strategies; (c) the Independent Fiduciary is a fiduciary under ERISA or Section 4975 of the Code, or both and is responsible for exercising independent judgment in evaluating the acquisition, holding and disposition of the Notes; and (d) neither the investor nor the Independent Fiduciary is paying or has paid any fee or other compensation directly to any of the Transaction Parties for investment advice (as opposed to other services) in connection with the investor s acquisition or holding of the Notes. In addition, if the investor is a Benefit Plan Investor, the Independent Fiduciary will be deemed to acknowledge and agree that it (x) understands that none of the Transaction Parties, or other persons that provide marketing services, nor any of their affiliates, has provided, and none of them will provide, impartial investment advice and they are not giving any advice in a fiduciary capacity, in connection with the investor s acquisition or holding of the Notes and (y) has received and understands the disclosure of the existence and nature of the financial interests contained in the Offering Circular and any other materials provided to it. USActive

10 Each of the Transaction Parties hereby informs each investor and Independent Fiduciary that neither it nor any of its affiliates has provided, and it will not provide, any impartial investment recommendation or investment advice, and it is not giving any advice in a fiduciary capacity, in connection with any Benefit Plan Investor s acquisition of Notes. (vi) Section 9.2(a) of the Indenture is amended by deleting the proviso at the end of the first sentence therein. (vii) Section 9.7(a) of the Indenture is amended by deleting the proviso at the end of the first sentence therein. (viii) end thereof: Section 14.3(a)(v) of the Indenture is amended by inserting the following at the ; and the Second Refinancing Initial Purchaser addressed to it at 787 7th Avenue, New York, New York 10019, Attention: Fixed Income Structuring and Legal Department; (ix) Exhibits A-1 through A-6 to the Indenture are amended as reasonably acceptable to the Trustee and the Collateral Manager in order to make such form Notes consistent with the terms of the applicable Class of Second Refinancing Notes. 2. Conditions Precedent. The modifications to be effected pursuant to Section 1 above shall become effective as of the date first written above upon receipt by the Trustee of each of the following: (i) an Officer s certificate of each of the Co-Issuers (A) evidencing the authorization by Board Resolution of the execution and delivery of this Supplemental Indenture and the Second Refinancing Purchase Agreement and the execution, authentication and delivery of the Class A-1L-RR Notes, the Class A-2L-RR Notes, the Class A-3L-RR Notes, the Class B-1L-RR Notes, the Class B-2L-R Notes and the Class B-3L-R Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Second Refinancing Notes to be authenticated and delivered, and (B) certifying that (1) the copy of the Board Resolution attached thereto is a true and complete copy thereof, (2) such Resolution has not been rescinded and is in full force and effect on and as of the Second Refinancing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon; (ii) from each of the Co-Issuers either (A) a certificate of the Applicable Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of the Applicable Issuer to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Second Refinancing Notes, or (B) an Opinion of Counsel of the Applicable Issuer to the effect that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Second Refinancing Notes except as have been given (provided that the opinions delivered pursuant to clause (iii) below may satisfy this requirement); USActive

11 (iii) opinions of (i) Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers, (ii) Locke Lord LLP, counsel to the Trustee, and (iii) Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, in each case dated the Second Refinancing Date, in form and substance satisfactory to the Issuer; (iv) an Officer s certificate of each of the Co-Issuers stating that, to the best of the signing Officer s knowledge, the Applicable Issuer is not in default under the Indenture and that the issuance of the Second Refinancing Notes applied for by it shall not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in the Indenture relating to the authentication and delivery of the Second Refinancing Notes applied for by it have been complied with; that all expenses due or accrued with respect to the offering of the Second Refinancing Notes or relating to actions taken on or in connection with the Refinancing have been paid or reserves therefor have been made; and, with respect to the Issuer, that all of its representations and warranties contained in the Indenture are true and correct as of the Refinancing Date; (v) a letter signed by (a) S&P confirming that the Class A-1L-RR Notes are rated AAA(sf) by S&P, the Class A-2L-RR Notes are rated not less than AA(sf) by S&P, the Class A-3L-RR Notes are rated not less than A(sf) by S&P, the Class B-1L-RR Notes are rated not less than BBB(sf) by S&P, the Class B-2L-R Notes are rated not less than BB-(sf) by S&P and the Class B-3L-R Notes are rated not less than B(sf) by S&P and (b) Moody s confirming that the Class A-1L-RR Notes are rated Aaa(sf) by Moody s; (vi) an Officer s certificate of the Collateral Manager that the condition set forth in the proviso at the end of the first sentence of Section 9.2(a) of the Indenture has been satisfied with respect to the Refinancing of the Replacement Notes. (vii) an Issuer Order by each of the Issuer and the Co-Issuer directing the Trustee to authenticate the Second Refinancing Notes in the amounts and names set forth therein and to apply the proceeds thereof to redeem the Class A-1L-R Notes, The Class A-2L-R Notes, the Class A-3L-R Notes and the Class B-1L-R Notes issued on the Refinancing Date and the Class B-2L-R Notes and the Class B-3L-R Notes issued on the Closing Date at the applicable Redemption Prices therefor on the Second Refinancing Date. 3. Consent of the Holders of the Second Refinancing Notes. Each Holder or beneficial owner of a Second Refinancing Note, by its acquisition thereof on the Second Refinancing Date, shall be deemed to agree to the Indenture, as amended by this Supplemental Indenture and the execution by the Co-Issuers and the Trustee hereof. 4. Governing Law. This Supplemental Indenture shall be construed in accordance with, and this Supplemental Indenture and any matters arising out of or relating in any way whatsoever to this USActive

12 Supplemental Indenture (whether in contract, tort or otherwise), shall be governed by, the law of the State of New York. 5. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 6. Concerning the Trustee. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee. 7. No Other Changes. Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto. 8. Execution, Delivery and Validity. Each of the Co-Issuers represents and warrants to the Trustee that (i) this 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 Supplemental Indenture is authorized or permitted under the Indenture and all conditions precedent thereto have been satisfied. 9. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. USActive

13 10. Limited Recourse; Non-Petition. Sections 2.7(i) and 5.4(e) of the Indenture are each incorporated by reference herein mutatis mutandis. 11. Direction to the Trustee. Each of the Co-Issuers hereby directs the Trustee to execute this Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction. USActive

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15 ATLAS SENIOR LOAN FUND IV, LLC, as Co-Issuer By: N~~ld J. Puglisi Title: Manager [Signature Page to Second Supplemental Indenture]

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17 ANNEX A Class Designation A-1L-RR A-2L-RR A-3L-RR B-1L-RR B-2L-R B-3L-R Original Principal Amount (U.S.$)... $226,800,000 $44,700,000 $44,700,000 $32,900,000 $23,500,000 $13,500,000 Stated Maturity... February 17, 2026 February 17, 2026 February 17, 2026 February 17, 2026 February 17, 2026 February 17, 2026 Fixed Rate Note... No No No No No No Floating Rate Note... Yes Yes Yes Yes Yes Yes Interest Rate (1)... Index... LIBOR LIBOR LIBOR LIBOR LIBOR LIBOR Index Maturity (2)... 3 month 3 month 3 month 3 month 3 month 3 month Spread % 1.30% 1.70% 2.60% 4.90% 6.00% Initial Rating(s): S&P... AAA(sf) at least AA(sf) at least A(sf) at least BBB(sf) at least BB-(sf) Moody s... Aaa(sf) N/A N/A N/A N/A N/A Priority Classes... N/A A-1L-RR Junior Classes... A-2L-RR, A- 3L-RR, B-1L- RR, B-2L-R, B- 3L-R, Subordinated Notes A-3L-RR, B- 1L-RR, B-2L- R, B-3L-R, Subordinated Notes A-1L-RR, A- 2L-RR B-1L-RR, B- 2L-R, B-3L- R, Subordinated Notes A-1L-RR, A- 2L-RR, A-3L- RR B-2L-R, B-3L- R, Subordinated Notes A-1L-RR, A- 2L-RR, A-3L- RR, B-1L-RR B-3L-R, Subordinated Notes at least B(sf) A-1L-RR, A- 2L-RR, A-3L- RR, B-1L-RR, B-2L-R Subordinated Notes Listed Notes... Yes Yes Yes Yes Yes Yes Deferred Interest Notes... No No Yes Yes Yes Yes Applicable Issuer(s)... Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer (1) If the Secured Notes are subject to a Re-Pricing, the Interest Rate will be the Re-Pricing Rate thereafter. (2) LIBOR shall be calculated by reference to three-month LIBOR, as provided in, and subject to, the definition of LIBOR in Exhibit C. USActive