RECETTE CLO, LTD. RECETTE CLO, LLC. Date of Notice: September 20, 2017

Transcription

1 RECETTE CLO, LTD. RECETTE CLO, LLC NOTICE OF PROPOSED FIRST SUPPLEMENTAL INDENTURE AND REFINANCING REDEMPTION FOR CLASS A-1 SENIOR SECURED FLOATING RATE NOTES DUE 2027 CLASS A-2 SENIOR SECURED FLOATING RATE NOTES DUE 2027 CLASS A-L SENIOR SECURED FLOATING RATE LOANS DUE 2027 CLASS B-1 SENIOR SECURED FLOATING RATE NOTES DUE 2027 CLASS B-2 SENIOR SECURED FIXED RATE NOTES DUE 2027 CLASS C DEFERRABLE MEZZANINE SECURED FLOATING RATE NOTES DUE 2027 CLASS D DEFERRABLE MEZZANINE SECURED FLOATING RATE NOTES DUE 2027 Redemption Date: October 20, 2017 Record Date: October 5, 2017 Date of Notice: September 20, 2017 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT DEBT. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. To: The Holders of the Debt described as follows: Class Details A-1 Note A-2 Note A-L Loan A-C Notes B-1 Notes B-2 Notes Cusips/ISINS/Common Codes 144A Cusip 75620TAA TAC TAN TAP TAE TAG3 144A ISIN US75620TAA60 US75620TAC27 US75620TAN81 US75620TAP30 US75620TAE82 US75620TAG31 Common Code REG S Cusip G7427FAA7 G7427FAB5 G7427FAG4 G7427FAH2 G7427FAC3 G7427FAD1 REGS ISIN USG7427FAA78 USG7427FAB51 USG7427FAG49 USG7427FAH22 USG7427FAC35 USG7427FAD18 Common Code Class Details C Notes D Notes E Notes Class F Notes Subordinated Notes Combination Notes Cusips/ISINS/Common Codes 144A Cusip 75620TAJ TAL RAA RAB RAC RAE2 144A ISIN US75620TAJ79 US75620TAL26 US75620RAA05 US75620RAB87 US75620RAC60 US75620RAE27 Common Code REG S Cusip G7427FAE9 G7427FAF6 G7426RAA2 G7426RAB0 G7426RAC8 G7426RAD6 REGS ISIN USG7427FAE90 USG7427FAF65 USG7426RAA26 USG7426RAB09 USG7426RAC81 USG7426RAD64 Common Code And To: Those Additional Parties listed on Schedule I hereto Reference is made to the Indenture and Security Agreement, dated as of September 16, 2015 (as amended, restated, supplemented or otherwise modified, the "Indenture"), among Recette CLO, Ltd., as Issuer, Recette CLO, LLC, as Co-Issuer, and State Street Bank and Trust Company, as Trustee. Capitalized terms used (but not otherwise defined) herein are used herein as defined in the Indenture

2 Pursuant to Section 9.5 of the Indenture, the Issuer has been directed by a Majority of the Subordinated Notes to redeem (and in the case of the Class A-L Loans, prepay) the Class A-1 Notes, Class A-2 Notes, Class A-L Loans, Class B-1 Notes, Class B-2 Notes, Class C Notes, and Class D Notes (the Redeemed Debt ) on October 20, 2017 (the Redemption Date ). This Notice of Supplemental Indenture and Refinancing Redemption (this Notice ) is provided as required by Sections 8.3(b) and 9.7 of the Indenture. Pursuant to Section 8.1(a)(v) of the Indenture, the Issuers, when authorized by Resolutions, the Trustee and the Collateral Agent, at any time and from time to time subject to the requirements of Article VIII of the Indenture, may enter into one or more supplemental indentures to provide for and/or facilitate an Optional Redemption, a Refinancing Redemption, a Re-Pricing or the issuance of Additional Debt or Re-Pricing Replacement Notes to the extent permitted by the Indenture prior to such supplemental indenture, including without limitation to reflect the terms of a Refinancing or a Re-Pricing or otherwise effectuate a Refinancing Redemption or a Re-Pricing; First Supplemental Indenture This Notice constitutes the notice required by Section 8.3(b) of the Indenture in connection with that certain First Supplemental Indenture, to be dated on or about October 20, 2017, among the Co-Issuers and the Trustee. It is expected that the First Supplemental Indenture will be in substantially the form attached hereto as Exhibit A. Refinancing Redemption This Notice constitutes the notice required by Section 9.7 of the Indenture in connection with the redemption and refinancing of the Redeemed Debt. You are HEREBY NOTIFIED that each Class of Redeemed Debt is to be redeemed (and in the case of the Class A-L Loans, prepaid) in full on October 20, 2017 at its respective Redemption Price (the Redemption ). You are further HEREBY NOTIFIED as follows: (a) the Redemption Date is October 20, 2017 (the Redemption Date ); (b) the Record Date for this Redemption is October 5, (c) the Redemption Price for the respective classes of Redeemed Debt is: (i) in the case of Secured Debt,100% of the aggregate outstanding principal amount of such Debt (including any Deferred Interest) plus (accrued and unpaid interest thereon (including any Defaulted Interest and interest thereon); and, (ii) in the case of each Combination Note, an amount equal to its allocation of the Redemption Price for each Underlying Class, as set forth in the Indenture, as more specifically set forth in the following table:

3 Notes CUSIPS Balance Accrued Interest Redemption Prices Class A TAA6 / 185,000, ,293, ,293, G7427FAA7 Class A TAC2 / 100,000, , ,699, G7427FAB5 Class A-L 75620TAN8 / G7427FAG4 40,000, , ,279, Class A-C 75620TAP3 / G7427FAH Class B TAE8 / 30,000, , ,261, ** G7427FAC3 Class B TAG3 / 25,000, , ,252, G7427FAD1 Class C 75620TAJ7 / 27,500, , ,788, ** G7427FAE9 Class D 75620TAL2 / G7427FAF6 27,500, , ,855, ** Inclusive of respective Component of the Combination Notes (d) (e) all of the Redeemed Debt is to be redeemed in full and interest on such Redeemed Debt shall cease to accrue on the Redemption Date; the place where the Redeemed Notes are to be surrendered for payment of the Redemption Price is: State Street Bank and Trust Attention: Transfer Agency Mail stop: OHD0100 One Heritage Drive North Quincy, MA (f) a Refinancing Redemption may be cancelled subject to certain conditions, and the Issuer may cancel this Refinancing Redemption, subject to certain conditions set forth in the Indenture, and notice of such cancellation may not be sent to Holders prior to the Redemption Date. Under current United States federal income tax law, a trustee making payment of interest or principal on securities may be obligated to apply backup withholding to payments of the interest or principal payable to a holder who (i) has failed to furnish the trustee with a valid taxpayer identification number and certifications that the holder is not subject to backup withholding under the Internal Revenue Code of 1986, as amended (the Code ) and that the holder is a United States person (including a U.S. resident alien) as defined by the Code or (ii) has failed to provide appropriate certification to establish that the holder is not a United States

4 person. Holders of Redeemed Notes who are United States persons and wish to avoid the application of these provisions should submit a completed IRS Form W-9 when presenting the Secured Notes for payment. Holders of Redeemed Notes who are non-united States persons should submit an appropriate IRS Form W-8. This Notice is being sent to Holders by State Street Bank and Trust Company in its capacity as Trustee at the request of the Issuer. Questions may be directed to the Trustee at 1 Iron Street, Boston, Massachusetts 02210, Attention: Structured Trust and Analytics Recette CLO, Ltd. The CUSIP numbers appearing in this Notice are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the CUSIP numbers, or for the accuracy or correctness of CUSIP numbers printed on the Redeemed Notes or as indicated in this Notice. Recipients of this Notice are cautioned that this Notice is not evidence that the Trustee 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. STATE STREET BANK AND TRUST COMPANY, as Trustee, Collateral Agent and Loan Agent

5 SCHEDULE I Additional Parties The Holders of the Debt Issuer Recette CLO, Ltd. c/o Appleby Trust (Cayman) Ltd. Clifton House, 75 Fort Street PO Box 1350 Grand Cayman, KY Cayman Islands Attention: The Directors Co-Issuer Recette CLO, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE Attention: Donald J. Puglisi Collateral Administrator State Street Bank and Trust Company 1 Iron Street Boston, Massachusetts Collateral Manager: Invesco Senior Secured Management, Inc Avenue of the Americas, 26 th Floor New York, NY Attention: Joseph Rotondo Rating Agencies: Moody s Investor s Service cdomonitoring@moodys.com Fitch Ratings, Inc. cdo.surveillance@fitchratings.com Irish Stock Exchange: c/o McCann FitzGerald Listing Services Limited

6 EXHIBIT A

7 Subject to Completion and Amendment draft dated September 20, 2017 FIRST SUPPLEMENTAL INDENTURE dated as of [October 20], 2017 among RECETTE CLO, LTD., as Issuer RECETTE CLO, LLC, as Co-Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee and Collateral Agent to the Indenture and Security Agreement, dated as of September 16, 2015, among the Issuer, the Co-Issuer, the Trustee and the Collateral Agent

8 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of [October 20], 2017 (this "Supplemental Indenture"), among Recette CLO, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Issuer (the "Issuer"), Recette CLO, LLC, a limited liability company formed under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers") and State Street Bank and Trust Company, as trustee (the "Trustee") and as collateral agent (the "Collateral Agent"), is entered into pursuant to the terms of the Indenture and Security Agreement, dated as of September 16, 2015, among the Issuer, the Co-Issuer, the Trustee and the Collateral Agent (as amended, modified or supplemented from time to time, the "Indenture and Security Agreement"). Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture and Security Agreement. PRELIMINARY STATEMENT WHEREAS, pursuant to Section 8.1(a)(v) of the Indenture and Security Agreement, the Issuers, when authorized by Resolutions, the Trustee and the Collateral Agent, at any time and from time to time subject to the requirements of Article VIII of the Indenture and Security Agreement, may enter into one or more supplemental indentures to provide for and/or facilitate an Optional Redemption, a Refinancing Redemption, a Re-Pricing or the issuance of Additional Debt or Re-Pricing Replacement Notes to the extent permitted by the Indenture and Security Agreement prior to such supplemental indenture and security agreement, including without limitation to reflect the terms of a Refinancing or a Re-Pricing or otherwise effectuate a Refinancing Redemption or a Re-Pricing; WHEREAS, the Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture and Security Agreement necessary to issue replacement securities in connection with a Refinancing Redemption of certain Classes of Secured Debt pursuant to Section 9.5 of the Indenture and Security Agreement through the issuance on the date of this Supplemental Indenture of the classes of securities set forth in Section 1(a) below; WHEREAS, all of the Outstanding Class A-1 Notes, Class A-2 Notes, Class A-L Loans, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes issued on September 16, 2015 are being redeemed simultaneously with the execution of this Supplemental Indenture and Security Agreement by the Issuers, the Trustee and the Collateral Agent; WHEREAS, the Class E Notes, the Class F Notes and the Subordinated Notes shall remain Outstanding following the Refinancing; WHEREAS, pursuant to Section of the Credit Agreement, with the consent of the Collateral Manager, the Borrowers intend to prepay the Class A Loans on the date hereof in accordance with Article IX of the Indenture and Security Agreement; WHEREAS, pursuant to Section 9.5(a) of the Indenture and Security Agreement, the Issuer has received a Required Redemption Direction from Holders of Subordinated Notes and the consent of the Collateral Manager for the redemption of the Class A-1 Notes, the Class A-2 Notes, the Class A-L Loans, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes on the date hereof by a Refinancing; WHEREAS, at least a Majority of the Subordinated Notes have approved the terms of such Refinancing and consented in writing to this Supplemental Indenture, and the conditions set forth in Section 9.5(b) of the Indenture and Security Agreement have been satisfied; 1

9 WHEREAS, pursuant to Section 8.3(b) of the Indenture and Security Agreement, the Collateral Agent has delivered an initial copy of this Supplemental Indenture to the Collateral Manager, the Rating Agencies and the Holders at least 30 calendar days prior to the execution thereof; WHEREAS, pursuant to Section of the Credit Agreement, the Trustee (in its capacity as Loan Agent under the Credit Agreement) has delivered notice of the Refinancing Redemption at least 9 Business Days prior to the proposed Refinancing Redemption Date; WHEREAS, the Issuers have determined that the conditions set forth in the Indenture and Security Agreement for entry into a supplemental indenture pursuant to Section 8.1(a)(v) of this Indenture and Security Agreement have been satisfied; and WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Replacement Note (as defined in Section 1(a) below) will be deemed to have consented to the execution of this Supplemental Indenture by the Issuers, the Trustee and the Collateral Agent; NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the Issuers, the Trustee and the Collateral Agent hereby agree as follows: SECTION 1. Agreement. Terms of the Replacement Notes and Amendments to the Indenture and Security (a) The Issuers shall issue replacement securities (referred to herein as the "Replacement Notes") the proceeds of which shall be used to redeem the Class A-1 Notes, the Class A-2 Notes, the Class A-L Loans, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes issued under the Indenture and Security Agreement on September 16, 2015 (such Notes, the "Refinanced Notes"). The Replacement Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Refinancing Notes Class Principal Amount (U.S.$) Interest Rate Stated Maturity Date (Payment Date in) Expected Moody's Rating Expected Fitch Rating Class A-R Notes [ ] LIBOR plus [ ]% Class B-R Notes LIBOR plus [ ] [ ]% Class C-R Notes LIBOR plus [ ] [ ]% Class D-R Notes LIBOR plus [ ] [ ]% October 2027 October 2027 October 2027 October 2027 [Aaa(sf)] [Aa2(sf)] [A2(sf)] [Baa3(sf)] [AAA(sf)] N/A N/A N/A (b) The issuance date of the Replacement Notes and the redemption date of the Refinanced Notes shall be [October 20], 2017 (the "Refinancing Redemption Date"). Payments on the Replacement Notes issued on the Refinancing Redemption Date will be made on each Payment Date, commencing on the Payment Date in [January][2018]. 2

10 (c) as follows: Effective as of the date hereof, the Indenture and Security Agreement shall be amended 1. The definition of "Offering Memorandum" is deleted in its entirety and replaced with the following: "Offering Memorandum": The final offering memorandum in connection with the offer and sale of the Debt or, with respect to the Replacement Notes, the final Offering Memorandum dated [ ], 2017 relating to the issuance of the Replacement Notes, in each case, as the same may be supplemented or otherwise modified from time to time. 2. The definition of "Transaction Documents" is deleted in its entirety and replaced with the following: "Transaction Documents": This Indenture and Security Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Account Agreement, the Administration Agreement and, on and after the Refinancing Redemption Date, the Refinancing Note Purchase Agreement. 3. The first sentence of Section 9.5(a) of the Indenture and Security Agreement is amended by inserting the following proviso at the end thereof: "; provided, that no Refinancing Redemption prior to the Payment Date in October 2018 may include a Class of Replacement Notes unless all Classes of Secured Debt are being redeemed in such Refinancing Redemption." 4. The last sentence of Section 9.14(a) of the Indenture and Security Agreement is amended by inserting the following language at the end thereof: "and a Re-Pricing of Replacement Notes that are a Re-Priceable Class shall not be permitted prior to the Payment Date in October 2018" 5. The following new definitions, as set forth below, are added to Appendix B of the Indenture and Security Agreement in alphabetical order: "Class A-1 Notes": Prior to the Refinancing Redemption Date, the Class A-1 Senior Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class A-R Notes. "Class A-R Notes": The Class A-R Senior Secured Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet. "Class B-1 Notes": Prior to the Refinancing Redemption Date, the Class B-1 Senior Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class B-R Notes. "Class B-R Notes": The Class B-R Senior Secured Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet. 3

11 "Class C Notes": Prior to the Refinancing Redemption Date, the Class C Deferrable Mezzanine Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class C-R Notes. "Class C-R Notes": The Class C-R Deferrable Mezzanine Secured Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet. "Class D Notes": Prior to the Refinancing Redemption Date, the Class D Deferrable Mezzanine Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class D-R Notes. "Class D-R Notes": The Class D-R Deferrable Mezzanine Secured Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet. "Reference Rate Amendment": The meaning set forth in Section 8.1(c), "Refinancing Note Purchase Agreement": The purchase agreement dated as of [October 20], 2017, by and among the Issuers and the Refinancing Initial Purchaser related to the purchase of the Replacement Notes. "Refinancing Redemption Date": [October 20], "Replacement Notes": The Class A-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D-R Notes. 6. On and after the Refinancing Redemption Date, the table appearing in the section "Term Sheet Securities" in Appendix A of the Indenture and Security Agreement shall be modified by adding the following table: Class Designations Priority Level "Class A-R Notes" "Class B-R Notes" "Class C-R Notes" Senior Notes; Secured Notes; Floating Rate; Co-Issued Debt Senior Notes; Secured Notes; Floating Rate; Co- Issued Debt Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Principal Balance (U.S.$) Interest Rate 1 First $[ ] LIBOR plus [ ]% Second $[ ] LIBOR plus [ ]% Third $[ ] LIBOR plus [ ]% Expected Ratings (Moody's/Fitch) [Aaa(sf)/ AAAsf] [Aa2(sf)/NR] [A2(sf)/NR] ERISA Restricted Status Not ERISA Restricted Not ERISA Restricted Not ERISA Restricted 4

12 Rate; Co-Issued Debt "Class D-R Notes" Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Rate; Co Issued Debt Fourth $[ ] LIBOR plus [ ]% [Baa3(sf)/NR] Not ERISA Restricted The "Index Maturity" for LIBOR will be three months. The spread over LIBOR applicable with respect to any Re-Priceable Class may be reduced in connection with a Re-Pricing of such Class of Notes, subject to the conditions set forth in this Indenture and Security Agreement. 7. Exhibit A-1 to the Indenture and Security Agreement is amended by: (A) replacing all references to "Class A-1" with "Class A-R"; (B) deleting all references to "Class A-2"; (C) deleting all references to "Class A-C"; (D) replacing all references to "Class B-1" with "Class B-R"; (E) deleting all references to "Class B-2"; (F) replacing all references to "Class C" with "Class C-R"; (G) replacing all references to "Class D" with "Class D-R"; (H) deleting "commencing in April 2016" and inserting "commencing in April 2016 or, in the case of the Replacement Notes, in [ ] 2017"; (I) deleting "(the "Indenture and Security Agreement")" and inserting "(as amended from time to time, the "Indenture and Security Agreement")"; (J) deleting "[LIBOR plus [1.43][2.10][2.80][3.75][5.70][7.45]%" and inserting "[LIBOR plus [ ][ ][ ][ ][5.70][7.45]%"; (K) deleting "[4.04% on the outstanding principal amount in arrears in accordance with the Priorities of Payment.]". 8. Exhibits B-1, B-2 and B-3 to the Indenture and Security Agreement are amended by deleting all references to "(the "Indenture and Security Agreement")" and inserting "(as amended from time to time, the "Indenture and Security Agreement")". SECTION 2. Issuance and Authentication of Replacement Notes; Cancellation of Refinanced Notes. (a) The Issuers hereby direct the Trustee to deposit in the Payment Account the proceeds of the Replacement Notes received on the Refinancing Redemption Date and certain other amounts on 5

13 deposit in the Interest Collection Subaccount in an amount necessary to pay the Redemption Prices of the Refinanced Notes in accordance with Section 9.5 of the Indenture and Security Agreement. Refinancing Expenses will be paid on the Payment Date in [ ][ ]. (b) The Replacement Notes shall be issued as Rule 144A Global Notes and Regulation S Global Notes and shall be executed by the Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following: (i) Officers' Certificate. An Officer's certificate of each of the Issuers (A) evidencing the authorization by Resolution of the execution and delivery of this Supplemental Indenture and the Refinancing Note Purchase Agreement and the issuance and delivery of the Replacement Notes and the execution and authentication of each required Certificate and (B) certifying that (1) the attached copy of such Resolution is a true and complete copy thereof, (2) such resolutions have not been rescinded and are in full force and effect on and as of the Refinancing Redemption Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (ii) No Governmental Approvals Required. Either (A) an Officer's certificate of each of the Issuers 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 that the Trustee and the Collateral Agent are entitled to rely thereon and that no other authorization, approval or consent of any governmental body is required for the valid performance by the Issuers of their obligations under the Transaction Documents, except as may have been previously given or (B) an opinion of counsel that no such authorization, approval or consent of any governmental body is required for the performance by the Issuers of their obligations under the Transaction Documents except as may have been given. (iii) U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S. counsel to the Issuers, dated the Refinancing Redemption Date. (iv) Cayman Counsel Opinion. An opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Refinancing Redemption Date. (v) Trustee and Collateral Agent Opinion. An opinion of Nixon Peabody LLP, counsel to the Trustee and the Collateral Agent, dated the Refinancing Redemption Date. (vi) No Default. An Officer's certificate of each of the Issuers stating that (A) it is not in Default under the Indenture and Security Agreement; (B) the issuance of the Replacement Notes will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under its Governing 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; (C) no Event of Default shall have occurred and be continuing; (D) all of the representations and warranties given by it and contained in the Indenture and Security Agreement are true and correct as of the Refinancing Redemption Date; (E) all conditions precedent provided in the Indenture and Security Agreement and this Supplemental Indenture relating to the authentication and delivery of the Replacement Notes applied for have been complied with; and (F) all expenses due or accrued with respect to the offering of such Replacement Notes or relating to actions taken on 6

14 or in connection with the Refinancing Redemption Date have been paid or reserves therefor have been made. (vii) Rating Letters. An Officer's certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter signed by each Rating Agency, as applicable, and confirming that such Rating Agency's rating of the Replacement Notes is as set forth in Section 1(a) of this Supplemental Indenture. (c) On the Refinancing Redemption Date specified above, the Trustee, as custodian of the Global Notes, shall cause all Global Notes representing the Replacement Notes to be surrendered for transfer and shall cause the Refinanced Notes to be cancelled in accordance with Section 2.9 of the Indenture and Security Agreement. SECTION 3. Debtholder Consent. (a) Each Holder or beneficial owner of a Replacement Note, by its acquisition thereof on the Refinancing Redemption Date, shall be deemed to agree to the Indenture and Security Agreement, as amended hereby, set forth in this Supplemental Indenture and the execution of the Issuers, the Trustee and the Collateral Agent hereof. (b) Written consents to this Supplemental Indenture have been obtained from a Majority of the Subordinated Notes. SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. SECTION 5. Waiver of Jury Trial. The Trustee, the Collateral Agent, the Holders, each beneficial owner (by their acceptance of the Replacement Notes) and each of the Issuers each hereby knowingly, voluntarily and intentionally waives (to the extent permitted by applicable law) any rights it may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, this Indenture and Security Agreement, the Debt or any other related documents, or any course of conduct, course of dealing, statements (whether verbal or written), or actions of the Trustee, the Collateral Agent or either of the Issuers. This provision is a material inducement for the Trustee, the Collateral Agent, each Holder, each beneficial owner and each of the Issuers to enter into this Indenture and Security Agreement. SECTION 6. 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. 7

15 SECTION 7. Concerning the Trustee and Collateral Agent. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuers, and the Trustee and the Collateral Agent assume no responsibility for their correctness. Except as provided in the Indenture and Security Agreement, the Trustee and the Collateral Agent 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 and the Collateral Agent shall be entitled to the benefit of every provision of the Indenture and Security Agreement relating to the conduct of or affecting the liability of or affording protection to the Trustee and the Collateral Agent, including but not limited to provisions regarding indemnification. SECTION 8. No Other Changes. Except as provided herein, the Indenture and Security Agreement shall remain unchanged and in full force and effect, and each reference to the Indenture and Security Agreement and words of similar import in the Indenture and Security Agreement, 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 and Security Agreement for the convenience of administration by the parties hereto. SECTION 9. Execution, Delivery and Validity. Each of the Issuers represents and warrants to the Trustee and the Collateral Agent 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 Security Agreement and all conditions precedent thereto have been satisfied. SECTION 10. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. SECTION 11. Direction to the Trustee and the Collateral Agent. The Issuer hereby directs the Trustee and the Collateral Agent to execute this Supplemental Indenture and acknowledges and agrees that the Trustee and the Collateral Agent will each be fully protected in relying upon the foregoing direction. SECTION 12. Limited Recourse; Non-Petition. The terms of Section 2.7(i), Section 5.4(d) and Section 13.1 of the Indenture and Security Agreement shall apply to this Supplemental Indenture mutatis mutandis as if fully set forth herein. 8

16 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture as of the date first written above. EXECUTED as a DEED by RECETTE CLO, LTD., as Issuer By: Name: Title: RECETTE CLO, LLC, as Co-Issuer By: Name: Title: STATE STREET BANK AND TRUST COMPANY, as Trustee and Collateral Agent By: Name: Title:

17 AGREED AND CONSENTED TO: INVESCO SENIOR SECURED MANAGEMENT, INC., as Collateral Manager By: Name: Title: