ALM XIV, LTD. ALM XIV, LLC NOTICE TO HOLDERS OF PREFERRED SHARES REGARDING POTENTIAL REFINANCING. Date of Notice: December 14, 2017
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1 ALM XIV, LTD. ALM XIV, LLC NOTICE TO HOLDERS OF PREFERRED SHARES REGARDING POTENTIAL REFINANCING Date of Notice: December 14, 2017 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT PREFERRED SHARES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE PREFERRED SHARES IN A TIMELY MANNER. To: The Holders of the Preferred Shares as described as follows: * Preferred Shares Rule 144A CUSIP 00164L204 Regulation S CUSIP G Reference is hereby made to that certain (a) Indenture dated as of July 15, 2014 (as amended by the First Supplemental Indenture, dated as of April 28, 2017, the Indenture ), among ALM XIV, LTD., as Issuer (the Issuer ), ALM XIV, LLC, as Co-Issuer (the Co- Issuer, and together with the Issuer, the Co-Issuers ) and U.S. Bank National Association, as Trustee (the Trustee ) and (b) Fiscal Agency Agreement dated as of July 15, 2014 (the Fiscal Agency Agreement ) among the Issuer, Appleby Trust (Cayman) Ltd. (the Share Registrar ), and U.S. Bank National Association, as Fiscal Agent (in such capacity, the Fiscal Agent ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Fiscal Agency Agreement, as applicable. At the Collateral Manger s request, the Trustee is hereby forwarding a Certification to the Below Matters to the Holders of the Preferred Shares for completion (the Certification ). The Certification is attached hereto as Exhibit A. Questions may be directed to (i) the Trustee by contacting Peter Murphy at telephone (617) or by at peter.murphy@usbank.com or Gayle Filomia at telephone (617) * No representation is made as to the correctness of the CUSIP, numbers either as printed on the Preferred Shares or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
2 or by at (ii) Apollo Credit Management (CLO), LLC by contacting Dan Castaline by at or (iii) Redding Ridge Asset Management by contacting Albert Huntington at telephone (212) or by at U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Fiscal Agent
3 EXHIBIT A CERTIFICATION [see attached]
4 December 14, 2017 U.S. Bank National Association as Trustee and Fiscal Agent One Federal Street, 3rd Floor Boston, MA Apollo Credit Management (CLO), LLC 9 West 57th Street New York, NY ALM XIV, Ltd., as Issuer c/o Estera Trust (Cayman) Ltd. Clifton House, 75 Fort Street, PO Box 1350 Grand Cayman, KY1-1108, Cayman Islands Reference is made to: CERTIFICATION TO THE BELOW MATTERS By Holder of the Preferred Shares issued by ALM XIV, Ltd. Reference is made to that certain indenture dated as of July 15, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), by and among ALM XIV, Ltd., as issuer (the "Issuer"), ALM XIV, LLC, as co-issuer (the "Co-Issuer"), and U.S. Bank National Association, as trustee (the "Trustee"). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Indenture. In connection with the direction letter and issuer notice letter posted to the Trustee s Website regarding a potential Optional Redemption in whole of the Secured Notes from Refinancing Proceeds and/or Sale Proceeds on the Business Day occurring on January 29, 2017 (the Potential Refinancing ), the undersigned Holders hereby certifies that: (i) As of the date hereof, it is in favor of the Potential Refinancing. Further, each of the undersigned Holders of the Preferred Shares (each, a PS Holder ) hereby certifies that (i) it holds an amount of Preferred Shares issued by the Issuer in the amount set forth on Exhibit A, (ii) it has the full power and authority to execute this Certification, (iii) the executed Proof of Ownership provided by such PS Holder, a copy of which is attached hereto in Exhibit A, is valid and a certification of beneficial ownership in connection with the execution and delivery of this consent. This Certification shall be deliver by the Holders (which may be by electronic delivery, including to gayle.filomia@usbank.com) to the Trustee no later than December 21, [Signature pages follow]
5 IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Certificate as of the date first above written. As Preferred Share Holder By: Name: Title: [SIGNATURE PAGE TO CERTIFICATION]
6 Exhibit A ALM XIV, Ltd. ALM XIV, LLC PROOF OF OWNERSHIP (For Certificated Holders) Class of Security: Preferred Shares Certificate No.: (Please Print) Signature of Authorized Signer of Name and Title of Authorized Signer at Telephone Number of Authorized Signer: Address: Mailing Address: (Original Aggregate Notional Amount Outstanding) (Current Aggregate Notional Amount Outstanding) Date: Signature
7 ALM XIV, Ltd. ALM XIV, LLC PROOF OF OWNERSHIP (For DTC and Euroclear Participants) Class of Security: Preferred Shares (Please Print) Signature of Authorized Signer of Name and Title of Authorized Signer at Telephone Number of Authorized Signer: Address: Mailing Address: DTC Participant Contact Name: DTC Participant Telephone Number: DTC Participant Address: (Original Aggregate Notional Amount Outstanding) (Current Aggregate Notional Amount Outstanding) Date: Signature
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