TELOS CLO , LTD. TELOS CLO , LLC NOTICE OF CHANGED PAGES TO PROPOSED SUPPLEMENTAL INDENTURE

Transcription

1 TELOS CLO , LTD. TELOS CLO , LLC NOTICE OF CHANGED PAGES TO PROPOSED SUPPLEMENTAL INDENTURE Date of Notice: April 7, 2017 Redemption Date: April 17, 2017 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES. 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 as described on the attached Schedule B and to those Additional Parties listed on Schedule A hereto: Reference is made to that certain (i) Indenture dated as of December 3, 2014 (as amended, the Indenture ) among Telos CLO , Ltd., as issuer (the Issuer ), Telos CLO , 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 (ii) Notice of Proposed First Supplemental Indenture dated as of March 20, 2017 (the Notice of Proposed First Supplemental Indenture ) which among other things, provided notice of a proposed First Supplemental Indenture (the First Supplemental Indenture ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. Pursuant to the direction of the Issuer, the Trustee is delivering a copy of the following: (A) changed pages to the proposed Supplemental Indenture attached hereto as Exhibit A, and (B) a complete copy of the proposed Supplemental Indenture (inclusive of the changed pages) attached hereto as Exhibit B to the Collateral Servicer, the Collateral Administrator, each Hedge Counterparty, the Noteholders, the Initial Purchaser and each Rating Agency. THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS IN RESPECT OF THE PROPOSED FIRST SUPPLEMENTAL INDENTURE, ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OR SUFFICIENCY OF THE PROPOSED FIRST SUPPLEMENTAL INDENTURE, AND MAKE NO REPRESENTATION, WARRANTY OR RECOMMENDATION OF ANY KIND WITH RESPECT TO THE PROPOSED FIRST SUPPLEMENTAL INDENTURE OR ITS CONTENTS. HOLDERS SHOULD CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISORS CONCERNING THE PROPOSED FIRST SUPPLEMENTAL INDENTURE.

2 This Notice is being sent to Holders of and to those Additional Parties on Schedule A by U.S. Bank National Association in its capacity as Trustee. Questions may be directed to the Trustee by contacting Jennifer Vlasuk at U.S. Bank National Association at (617) or jennifer.vlasuk@usbank.com regarding this Notice. The CUSIP, ISIN and Common Code 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, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP, ISIN or Common Code numbers printed on the 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. U.S. BANK NATIONAL ASSOCIATION, as Trustee

3 SCHEDULE A Additional Parties Issuer: Telos CLO , Ltd. c/o Estera Trust (Cayman) Limited Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY Cayman Islands Attention: Directors Telephone no.: Facsimile no.: sf@estera.com Co-Issuer Telos CLO , LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi Facsimile: (302) dpuglisi@puglisiassoc.com Collateral Servicer: Telos Asset Management LLC 780 Third Avenue, 22 nd Floor New York, NY Attention: John McCormick Collateral Administrator: Virtus Group, LP 5400 Westheimer Court, Suite 760 Houston, Texas Facsimile: (866) Attention: Telos CLO telosclo20146ltd@virtusllc.com Initial Purchaser: BNP Paribas Securities Corp th Avenue New York, New York Attention: Fixed Income Structuring and Legal Department Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Attn: CBO/CLO Monitoring cdomonitoring@moodys.com Facsimile: (212) S&P Global Ratings an S&P Global business 55 Water Street, 41st Floor New York, New York Attention: Structured Credit-CDO Surveillance cdo_surveillance@spglobal.com Irish Stock Exchange: The Irish Stock Exchange plc Companies Announcements Office Via to: announcements@ise.ie 28 Anglesea Street Dublin 2, Ireland DTC, Euroclear and Clearstream (if applicable) lensnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com Information Agent for posting to the Issuer s Website: TelosCLO20146@structuredfn.com Hedge Counterparty: BNP Paribas 16 Boulevard des Italiens Paris France BNP Paribas 10 Harewood Avenue London, NW16AA bgs.trading@uk.bnpparibas.com Attention: BGS Team

4 Schedule B The Holders of the described as: Rule 144A Regulation S CUSIP ISIN CUSIP ISIN Common Code Class A U AA4 US87970UAA43 G8757B AA4 USG8757BAA Class A U ACO US87970UAC09 G8757B AB2 USG8757BAB Class B-1... Class B U AE6 US87970UAE64 G8757B ACO USG8757BAC U AG1 US87970UAG13 G8757B AD8 USG8757BAD Class C U AJ5 US87970UAJ51 G8757B AE6 USG8757BAE Class D U AN6 US87970UAN63 G8757B AG1 USG8757BAG Class E U AQ9 US87970UAQ94 G8757B AH9 USG8757BAH X AA8 US87970XAA81 G8757C AA2 USG8757CAA No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

5 Exhibit A CHANGED PAGES TO SUPPLEMENTAL INDENTURE [see attached]

6 DRAFT FIRST SUPPLEMENTAL INDENTURE to the INDENTURE dated as of December 3, 2014 by and among TELOS CLO , LTD., as Issuer, TELOS CLO , LLC, as Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee This FIRST SUPPLEMENTAL INDENTURE dated as of April 17, 2017 (this Supplemental Indenture ) to the Indenture dated as of December 3, 2014 (as amended, modified or supplemented prior to the date hereof, the Indenture ) is entered into among Telos CLO , Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), Telos CLO , LLC, a limited liability company organized under the laws of the State of Delaware (the Co-Issuer and, together with the Issuer, the Co-Issuers ), and U.S. Bank National Association, as trustee under the Indenture (together with its successors in such capacity, the Trustee ). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. PRELIMINARY STATEMENT WHEREAS, the Collateral Servicer [with the consent of a Majority of ] 1 has directed the Co-Issuers to effect a Refinancing of any or all of the Class A-1, the Class BA-2, the Class B-1, the Class B-2, the Class C, and the Class D and the Class E on the April 17, 2017 in accordance with Section 9.2(a) of the Indenture; WHEREAS, the Co-Issuers wish to amend the Indenture pursuant to Section[s]Sections 8.1(x) [and 8.2(vii)] 2 to effect the modifications set forth in Section 1 below and the Refinancing of [the Class A-1,] [and] [ the Class A-2,] [and] [ the Class B-1,] [and] [ the Class B-2,] [and] [ the Class C,] [ and] [ the Class D,] [and the Class E ] in conformity with Sections 9.2 and 9.4 of the Indenture; 1 Applicable if all Classes of Secured are Refinanced. 2 May be applicable if either the Class A-2 or the Class B-2 are redeemed from Refinancing Proceeds from the issuance of Floating Rate.

7 WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Sections 8.1[, 8.2] 3 and 8.4 of the Indenture have been satisfied; WHEREAS, the conditions set forth in Section 9.2 and 9.4 of the Indenture to the Optional Redemption of [the Class A-1,] [and] [ the Class A-2,] [and] [ the Class B-1,] [and] [ the Class B-2,] [and] [ the Class C,] [ and] [ the Class D,] [and the Class E ] to be effected from the proceeds of the Refinancing (as defined below) have been satisfied; and WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Refinancing Note (as defined below) will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; 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(x)[, 8.2(vii)] 4 and 9.2 of the Indenture, as applicable 51 : (i) Section 1.1 of the Indenture is amended by inserting the following new definitions in the appropriate alphabetical location: [ Class A-1-R : The Class A-1-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. ] 6 [ Class A-2-R : The Class A-2-R Senior Secured FixedFloating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. ] 7 3 May be applicable if either the Class A-2 or the Class B-2 are redeemed from Refinancing Proceeds from the issuance of Floating Rate. 4 May be applicable if either the Class A-2 or the Class B-2 are redeemed from Refinancing Proceeds from the issuance of Floating Rate. 51 The modifications set forth in this draft Supplemental Indenture may be revised to remove provisions related to (a) the refinancing of one or more Classes of Secured identified herein, if such Class(es) will not be redeemed on the Refinancing Date, (b) the issuance of a single Class of Class A-R, if the Class A-2 are redeemed from Refinancing Proceeds from the issuance of Fixed Rate, (c) the issuance of Class A-1-R and Class A-2-R, if the Class A-2-R are redeemed from Refinancing Proceeds from the issuance of Floating Rate, (d) the issuance of a single Class of Class B-R, if the Class B-2 are redeemed from Refinancing Proceeds from the issuance of Fixed Rate and (e) the issuance of Class B-1-R and Class B-2-R, if the Class B-2-R are redeemed from Refinancing Proceeds from the issuance of Floating Rate. The modifications set forth in this draft Supplemental Indenture may also be revised, if applicable, to reflect the issuance on the Refinancing Date of a Class of FloatingFixed Rate to refinance a Class of Fixed Rate issued on the Closing Date. 6 Applicable if the Class A-2-R are issued as Fixed-Rate. 7 Applicable if the Class A-2-R are issued as Fixed-Rate. - 2-

8 [ Class A-R : The Class A-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. ] 8 [ Class B-1-R : The Class B-1-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. ] 9 [ Class B-2-R : The Class B-2-R Senior Secured Fixed Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. ] 10 [ Class B-R : The Class B-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. ] 11 Class B-1-R : The Class B-1-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class B-2-R : The Class B-2-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class C-R : The Class C-R Mezzanine Secured Deferrable Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class D-R : The Class D-R Mezzanine Secured Deferrable Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class E-R : The Class E Mezzanine Secured Deferrable Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Refinancing Date : April 17, Refinancing Purchase Agreement : The purchase agreement dated as of the Refinancing Date, by and among the Co-Issuers and the Initial 8 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 9 Applicable if the Class B-2-R are issued as Fixed-Rate. 10 Applicable if the Class B-2-R are issued as Fixed-Rate. 11 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. - 3-

9 Purchaser, in respect of the replacement notes purchased by the Initial Purchaser on the Refinancing Date, as amended from time to time. (ii) The definitions of [ Affected Class, ] [ Class A-1, Class A-2, ] Class A, [ Class B-1, Class B-2, ] Class A-1, Class A-2, Class A, Class B-1, Class B-2, Class B, Class C, Class D, Class E and Initial Purchaser set forth in Section 1.1 of the Indenture are amended and restated in their entirety as follows: [ Affected Class : Any Class of Secured that, as a result of the occurrence of a Tax Event, has not received 100% of the aggregate amount of principal and interest that would otherwise be due and payable to such Class on any Date.] 12 [ Affected Class : Any Class of Secured that, as a result of the occurrence of a Tax Event, has not received 100% of the aggregate amount of principal and interest that would otherwise be due and payable to such Class on any Date; provided that, for purposes of this definition, the Class B-1 and the Class B-2 shall be considered a single Class).] 13 [ Affected Class : Any Class of Secured that, as a result of the occurrence of a Tax Event, has not received 100% of the aggregate amount of principal and interest that would otherwise be due and payable to such Class on any Date; provided that, for purposes of this definition, the Class A-1 and the Class A-2 shall be considered a single Class).] 14 [ Class A-1 : Prior to the Refinancing Date, the Class A-1 Senior Secured Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class A-1-R. ] 15 [ Class A-2 : Prior to the Refinancing Date, the Class A-2 Senior Secured Fixed Rate issued on the Closing Date and, on and after the Refinancing Date, the Class A-2-R. ] 16 [ Class A : Prior to the Refinancing Date, collectively, the Class A-1 and the Class A-2 issued on the Closing Date and, on and 12 May be applicable if the Class A-2 and the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 13 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 14 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 15 Applicable if the Class A-2-R are issued as Fixed-Rate. 16 Applicable if the Class A-2-R are issued as Fixed-Rate. - 4-

10 after the Refinancing Date, collectively the Class A-1-R and the Class A-2-R. ] 17 [ Class A : Prior to the Refinancing Date, collectively, the Class A-1 and the Class A-2 issued on the Closing Date and, on and after the Refinancing Date, the Class A-R. ] 18 [ Class B-1 : Prior to the Refinancing Date, the Class B-1 Senior Secured Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class B-1-R. ] 19 [ Class B-2 : Prior to the Refinancing Date, the Class B-2 Senior Secured Fixed Rate issued on the Closing Date and, on and after the Refinancing Date, the Class B-2-R. ] 20 [ Class B : Prior to the Refinancing Date, collectively, the Class B-1 and the Class B-2 issued on the Closing Date and, on and after the Refinancing Date, collectively the Class B-1-R and the Class B-2-R. ] 21 [ Class B : Prior to the Refinancing Date, collectively, the Class B-1 and the Class B-2 issued on the Closing Date and, on and after the Refinancing Date, the Class B-R. ] 22 Class C : Prior to the Refinancing Date, the Class C Mezzanine Secured Deferrable Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class C-R. Class D : Prior to the Refinancing Date, the Class D Mezzanine Secured Deferrable Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class D-R. Class E : Prior to the Refinancing Date, the Class E Mezzanine Secured Deferrable Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class E-R. Initial Purchaser : BNP Paribas Securities Corp., in its capacity as initial purchaser under the Note Purchase Agreement and the Refinancing Purchase Agreement. 17 Applicable if the Class A-2-R are issued as Fixed-Rate. 18 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 19 Applicable if the Class B-2-R are issued as Fixed-Rate. 20 Applicable if the Class B-2-R are issued as Fixed-Rate. 21 Applicable if the Class B-2-R are issued as Fixed-Rate. 22 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. - 5-

11 (iii) [The definition of Secured Note Sequence set forth in Section 1.1 of to the Indenture is amended by restating clause[s] [(i)] [through] [(ii)] thereof as follows:] 23 (i) [to the payment of principal of the Class A until the Class A have been paid in full;] 24 (ii) [to the payment of principal of the Class B until the Class B have been paid in full; ] 25 (iii) (iv) The definition of Transaction Documents set forth in Section 1.1 of the Indenture is amended by inserting, the Refinancing Purchase Agreement immediately following the Note Purchase Agreement. (iv) (v) The table set forth in Section 2.3 of the Indenture is amended and restated in its entirety as set forth on Annex A hereto. (vi) [Clause (B) of Section 2.13(a)(viii) is amended by replacing the phrase [ Class A-1, Class A-2, with the phrase Class A, ] 26 [and by replacing the phrase] [ Class B-1, Class B-2, with the phrase Class B ] 27.] 28 (vii) [Section 8.1(xvi) of the Indenture shall be amended by deleting the phrase (with the Class A-1 Note and Class A-2 voting together as a single Class) where it appears therein.] 29 (v) (viii) Section 9.2(a) of the Indenture shall be amended by inserting the following proviso at the end of the first sentence therein: [ ; provided, that the Class A-R,] [and] [the Class B-R,] [and] [1-R, the Class A-2-R, the Class B-1-R, the Class B-2-R, the Class C-R,] [ and] [ the Class D-R ] [and the Class E-R ] may not be redeemed from Refinancing Proceeds, in whole or in part, after the Refinancing Date. ] May be applicable if either the Class A-2 or Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 24 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 25 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 26 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 27 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 28 May be applicable if either the Class A-2 or the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 29 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 30 May be applicable if both the Class A-2 and the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. - 6-

12 (ix) Section 9.2(a) of the Indenture shall be amended by inserting the following proviso at the end of the first sentence therein: [ ; provided, that the Class A-R, the Class B-1-R,] [and] [the Class B-2-R,] [and] [the Class C-R,] [and] [the Class D-R ] [and the Class E-R ] may not be redeemed from Refinancing Proceeds, in whole or in part, after the Refinancing Date. ] 31 (x) Section 9.2(a) of the Indenture shall be amended by inserting the following proviso at the end of the first sentence therein: [ ; provided, that the Class A-1-R,] [and] [the Class A-2-R,] [and] [the Class B-R,] [and] [the Class C-R,] [and] [the Class D-R ] [and the Class E-R ] may not be redeemed from Refinancing Proceeds, in whole or in part, after the Refinancing Date. ] 32 (xi) Section 9.2(a) of the Indenture shall be amended by inserting the following proviso at the end of the first sentence therein: [ ; provided, that the [Class A-1-R,] [and] [the Class A-2-R,] [the Class B-1-R,] [and] [the Class B-2-R,] [and] [the Class C-R,] [and] [the Class D-R ] [and the Class E-R ] may not be redeemed from Refinancing Proceeds, in whole or in part, after the Refinancing Date. ] 33 follows: (xii) [Section 11.1(a)(i)(D) of the Indenture is amended and restated in its entirety as to the payment of accrued and unpaid interest on the Class A ; ] 34 (xiii) entirety as follows: [Section 11.1(a)(i)(E) of the Indenture is amended and restated in its to the payment of accrued and unpaid interest on the Class B ; ] 35 (xiv) entirety as follows: [Section 11.1(a)(ii)(B) of the Indenture is amended and restated in its 31 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class B-2-R are issued as Fixed Rate. 32 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class A-2-R are issued as Fixed Rate. 33 Applicable if both the Class A-2-R and the Class B-2-R are issued as Fixed Rate. 34 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 35 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. - 7-

13 [(1) on any Redemption Date (other than in respect of a Redemption Date solely due to a Refinancing in part by Class), to make payments in accordance with the Secured Note Sequence, and (2) on any other Date, to make payments in the amount of the Special Redemption Amount, if any, at the election of the Collateral Servicer, in accordance with the Secured Note Sequence; provided that (i) any such payment made to the Holders of the Class A-R shall be paid in the following order: (x) first, to the payment of defaulted interest and (y) second, to the payment of principal; and (ii) any such payment made to the Holders of the Class B-R shall be paid in the following order: (x) first, to the payment of defaulted interest and (y) second, to the payment of principal;] 36 [(1) on any Redemption Date (other than in respect of a Redemption Date solely due to a Refinancing in part by Class), to make payments in accordance with the Secured Note Sequence, and (2) on any other Date, to make payments in the amount of the Special Redemption Amount, if any, at the election of the Collateral Servicer, in accordance with the Secured Note Sequence; provided that (i) any such payment made to the Holders of the Class A-1-R and the Class A-2-R shall be paid in the following order: (x) first, to the payment of defaulted interest pro rata, allocated in proportion to the amount of accrued and unpaid interest on each such Class and (y) second, to the payment of principal pro rata, based on their respective Aggregate Outstanding Amounts; and (ii) any such payment made to the Holders of the Class B-R shall be paid in the following order: (x) first, to the payment of defaulted interest and (y) second, to the payment of principal;] 37 [(1) on any Redemption Date (other than in respect of a Redemption Date solely due to a Refinancing in part by Class), to make payments in accordance with the Secured Note Sequence, and (2) on any other Date, to make payments in the amount of the Special Redemption Amount, if any, at the election of the Collateral Servicer, in accordance with the Secured Note Sequence; provided that (i) any such payment made to the Holders of the Class A-R shall be paid in the following order: (x) first, to the payment of defaulted interest and (y) second, to the payment of principal; and (ii) any such payment made to the Holders of the Class B-1-R and the Class B-2-R shall be paid in the following order: (x) first, to the payment of defaulted interest pro rata, allocated in proportion to the amount of accrued and unpaid interest on each such Class and (y) second, to the payment of 36 May be applicable if the Class A-2 and the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 37 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. - 8-

14 principal pro rata, based on their respective Aggregate Outstanding Amounts;] 38 (xv) [Section 11.1(a)(iii)(D) through (G) of the Indenture is amended and restated in its entirety as follows: (D) ; to the payment of accrued and unpaid interest on the Class A (E) to the payment of principal of the Class A until the Class A have been paid in full; (F) ; to the payment of accrued and unpaid interest on the Class B (G) to the payment of principal of the Class B until the Class B have been paid in full; ] 39 (xvi) [Section 11.1(a)(iii)(D) through (E) of the Indenture is amended and restated in its entirety as follows: (D) ; to the payment of accrued and unpaid interest on the Class A (E) to the payment of principal of the Class A until the Class A have been paid in full; ] 40 (xvii) [Section 11.1(a)(iii)(F) through (G) of the Indenture is amended and restated in its entirety as follows: (F) ; to the payment of accrued and unpaid interest on the Class B (G) to the payment of principal of the Class B until the Class B have been paid in full; ] 41 (xviii) [The Indenture is amended by deleting each occurrence of the phrase (other than (A) the Class A-1 and the Class A-2 which shall vote together as a 38 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 39 May be applicable if the Class A-2 and the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 40 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class B-2-R are issued as Fixed Rate. 41 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class A-2-R are issued as Fixed Rate. - 9-

15 single Class and (B) the Class B-1 and the Class B-2 which shall vote together as a single Class).] 42 (xix) [The Indenture is amended by replacing each occurrence of the phrase (other than (A) the Class A-1 and the Class A-2 which shall vote together as a single Class and (B) the Class B-1 and the Class B-2 which shall vote together as a single Class) with (other than the Class B-1 and the Class B-2 which shall vote together as a single Class).] 43 (xx) [The Indenture is amended by replacing each occurrence of the phrase (other than (A) the Class A-1 and the Class A-2 which shall vote together as a single Class and (B) the Class B-1 and the Class B-2 which shall vote together as a single Class) with (other than the Class A-1 and the Class A-2 which shall vote together as a single Class).] 44 (vi) (xxi) Exhibits A1 and A-3 to the Indenture are amended to reflect the designation, revised spread, identifiers [, in the case of the [Class A-R ] [and the] [Class B-R ], the Original Principal Amount of such Class] 45 and initial payment date of the applicable Class of Refinancing. (xxii) [Exhibits B and D to the Indenture are amended to reflect the designation of the applicable Class of Refinancing.] 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 Refinancing Purchase Agreement and the execution, authentication and delivery of [the Class A-1-R,] [and] [ the Class A-2-R,] [and] [the Class A-R,] 47 [and] [ the Class B-1-R,] [and] [ the Class B-2-R,] [and] [the Class B-R,] 48 [and] [ the Class C-R,] [ and] [ the Class D-R ] [and the Class E-R ] (collectively, the Refinancing ) applied for by it and specifying the Stated Maturity, principal amount and 42 May be applicable if the Class A-2 and the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 43 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class B-2-R are issued as Fixed Rate. 44 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class A-2-R are issued as Fixed Rate. 45 May be applicable if either the Class A-2 or the Class B-2 are redeemed from Refinancing Proceeds from the issuance of Floating Rate. 46 May be applicable if either the Class A-2 or the Class B-2 are redeemed from Refinancing Proceeds from the issuance of Floating Rate. 47 May be applicable if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 48 May be applicable if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. -10-

16 Interest Rate of each Class of Refinancing to be authenticated and delivered, and (B) certifying that (1) the copy of the Board Resolutions attached thereto is a true and complete copy thereof, (2) such Board Resolutions have not been rescinded and are in full force and effect on and as of the 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 such Applicable Issuer to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Refinancing, 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 Refinancing except as have been given (provided that the opinions delivered pursuant to clause (iii) below may satisfy this requirement); (iii) opinions of (i) Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers, (ii) Nixon Peabody LLP, counsel to the Trustee, and (iii) Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, in each case dated the Refinancing Date, in form and substance satisfactory to the Issuer; (iv) an Officer s certificate of each of the Co-Issuers stating that the Applicable Issuer is not in default under the Indenture and that the issuance of the Refinancing 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 Refinancing applied for by it have been complied with; that all expenses due or accrued with respect to the offering of the Refinancing or relating to actions taken on or in connection with the Refinancing Date have been paid or reserves therefor have been made; and 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 each Rating Agency confirming that [the Class A-1-R ] [ and] [ the Class A-2-R ] [the Class A-R ] [the Class A-1 and the Class A-2 ] 49 [ are rated AAAsf by S&P and Aaa(sf) by Moody s,] [and] [the Class B-1-R ] [and] [the Class B-2-R ] [the Class B-R ] [the Class B-1 and the Class B-2 ] 50 [ the Class B-1-R and the Class B-2-R are rated at least AA(sf) by S&P,] [and] [ the Class C-R are rated at least A(sf) by S&P,] [the Class C are rated at least A(sf) by S&P,] 51 [and] [ the Class D-R are rated at least BBB(sf) by S&P] [the 49 May be applicable if the Class A are not refinanced and the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 50 May be applicable if the Class B are not refinanced and the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 51 May be applicable if the Class C are not refinanced and either the Class A-2 or Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. -11-

17 Class D are rated at least BBB(sf) by S&P] 52 [and the Class E-R are rated at least BB(sf) by S&P] [and the Class E are rated at least BB(sf) by S&P] 53. and the Class E are rated at least BB(sf) by S&P; (vi) an Officer s certificate of the Issuer or the Collateral Servicer or Opinion of Counsel as to matters of law (in either case, which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of the person delivering such officer s certificate or Opinion of Counsel, as applicable) to the effect that such amendment meets the requirements specified in Section 9.2 of the Indenture and is permitted under the Indenture; [and] (vii) [an Opinion of Counsel or an Officer s Certificate of the Collateral Servicer as to whether or not any Class of Offered Securities would be materially and adversely affected by any supplemental indenture permitted by Section 8.2 of the Indenture; and] 54 (vii) (viii) an Issuer Order by each Co-Issuer directing the Trustee to authenticate the Refinancing in the amounts and names set forth therein and to apply the proceeds thereof to redeem [the Class A-1,] [and] [ the Class A-2,] [and] [ the Class B-1,] [and] [ the Class B-2,] [and] [ the Class C,] [ and] [ the Class D ] [and the Class E ] issued on the Closing Date at the applicable Redemption Prices therefor on the Refinancing Date. 3. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE REFINANCING NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS SUPPLEMENTAL INDENTURE AND THE REFINANCING NOTES AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS SUPPLEMENTAL INDENTURE OR THE REFINANCING NOTES (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. 4. Execution in Counterparts. This Supplemental Indenture and the Refinancing may be executed and delivered in any number of counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Supplemental Indenture by electronic means (including or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 52 May be applicable if the Class D are not refinanced and either the Class A-2 or Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 53 May be applicable if the Class E are not refinanced and either the Class A-2 or Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate. 54 May be applicable if either the Class A-2 or the Class B-2 are redeemed from Refinancing Proceeds from the issuance of Floating Rate. -12-

18 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. Executed as a Deed by: TELOS CLO , LTD., as Issuer By Name: Title: In the presence of: Witness: Name: Occupation: Title: TELOS CLO , LLC, as Co-Issuer By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: USActive

19 DRAFT ANNEX A 55 Class Designation Class A-1-R Class BA-2-R Class B-1-R Class B-2-R Class C-R Class D-R Class E-R Original Principal Amount (1) (U.S.$) Stated Maturity $221,500, ,500,000 $42,000,0006 0,000,000 $8,000,000 $34,000,000 $22,000,000 $20,500,000 $16,500,000 $37,400,000 Date in January 2027 Fixed Rate Note No No No No No No No N/A Floating Rate Note Yes Yes Yes Yes Yes Yes Yes N/A Interest Rate (2) Initial Rating(s): S&P + [ ]% AAA(sf) + [ ]% + [ ]% + [ ]% + [ ]% +[ ]% + [ ]5.000% N/A AAAAA(sf) AA(sf) AA(sf) A(sf) BBB(sf) BB(sf) N/A Moody s Aaa(sf) N/A Aaa(sf) N/A N/A N/A N/A N/A N/A Interest Deferrable No No No No Yes Yes Yes N/A Priority Classes None A-RNone A-1-R, A-2-R A-1-R, A-2-R A-1-R, BA-2-R, B-1-R, B-2-R A-1-R, BA-2-R, B-1-R, B-2-R, C-R A-1-R, BA-2-R, B-1-R, B-2-R, C-R, D-R A-1-R, BA-2-R, B-1-R, B-2-R, C-R, D-R, E-R Pari Passu Classes NoneA-2-R NoneA-1-R B-2-R B-1-R None None None None Junior Classes B-1-R, B-2-R, C-R, D-R, E-R, B-1-R, B-2-R, C-R, D-R, E-R, C-R, D-R, E-R, C-R, D-R, E-R, D-R, E-R, E-R, None Listed Yes Yes Yes Yes Yes Yes Yes Yes Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer (1) As of the Refinancing Date. (2) shall be calculated by reference to three-month, in accordance with the definition of set forth in Exhibit C hereto. 55 May be applicable table if the Class A-2 and the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate.

20 ANNEX A 56 Class Designation Class A-R Class B-1-R Class B-2-R Class C-R Class D-R Class E-R Subordinate d Original Principal Amount (1) (U.S.$) $221,500,000 $8,000,000 $34,000,000 $22,000,000 $20,500,000 $16,500,000 $37,400,000 Date Date Date Date Date Date Date Stated Maturity in January in January in January in January in January in January in January Fixed Rate Note No No Yes No No No N/A Floating Rate Note Yes Yes No Yes Yes Yes N/A Interest Rate (2) + [ ]% + [ ]% [ ]% + [ ]% +[ ]% + [ ]% N/A Initial Rating(s): S&P AAA(sf) AA(sf) AA(sf) A(sf) BBB(sf) BB(sf) N/A Moody s Aaa(sf) N/A N/A N/A N/A N/A N/A Interest Deferrable No No No Yes Yes Yes N/A Priority Classes None A-R A-R A-R, B-1-R, B-2-R A-R, B-1-R, B-2-R, C-R A-R, B-1-R, B-2-R, C-R, D-R A-R, B-1-R, B-2-R, C-R, D-R, E-R Pari Passu Classes None B-2-R B-1-R None None None None Junior Classes B-1-R, B-2-R, C-R, D-R, E-R, C-R, D-R, E-R, C-R, D-R, E-R, D-R, E-R, E-R, Listed Yes Yes Yes Yes Yes Yes Yes Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer None (1) As of the Refinancing Date. (2) shall be calculated by reference to three-month, in accordance with the definition of set forth in Exhibit C hereto. ANNEX A 57 Class Designation Original Principal Class A-1-R Class A-2-R Class B-R Class C-R Class D-R Class E-R Subordinate d $161,500,000 $60,000,000 $42,000,000 $22,000,000 $20,500,000 $16,500,000 $37,400, May be applicable table if the Class A-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class B-2-R are issued as Fixed Rate. 57 May be applicable table if the Class B-2 are redeemed from Refinancing Proceeds of the issuance of Floating Rate and the Class A-2-R are issued as Fixed Rate USActive

21 Class Designation Amount (1) (U.S.$) Stated Maturity Class A-1-R Date in January 2027 Class A-2-R Date in January 2027 Class B-R Date in January 2027 Class C-R Date in January 2027 Class D-R Date in January 2027 Class E-R Date in January 2027 Subordinate d Date in January 2027 Fixed Rate Note No Yes No No No No N/A Floating Rate Note Yes No Yes Yes Yes Yes N/A Interest Rate (2) + [ ]% [ ]% + [ ]% + [ ]% +[ ]% + [ ]% N/A Initial Rating(s): S&P AAA(sf) AAA(sf) AA(sf) A(sf) BBB(sf) BB(sf) N/A Moody s Aaa(sf) Aaa(sf) N/A N/A N/A N/A N/A Interest Deferrable No No No Yes Yes Yes N/A Priority Classes None None A-1-R, A-2-R A-1-R, A-2-R, B-R A-1-R, A-2-R, B-R, C-R A-1-R, A-2-R, B-R, C-R, D-R A-1-R, A-2-R, B-R, C-R, D-R, E-R Pari Passu Classes A-2-R A-1-R None None None None None Junior Classes B-R, C-R, D-R, E-R, B-R, C-R, D-R, E-R, C-R, D-R, E-R, D-R, E-R, E-R, Listed Yes Yes Yes Yes Yes Yes Yes Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer None (1) As of the Refinancing Date. (2) shall be calculated by reference to three-month, in accordance with the definition of set forth in Exhibit C hereto ANNEX A Applicable table if the Class A-2-R and the Class B-2-R are issued as Fixed Rate. USActive

22 Class Designation Class A-1-R Class A-2-R Class B-1-R Class B-2-R Class C-R Class D-R Class E-R Original Principal Amount (1) (U.S.$) $161,500,000 $60,000,000 $8,000,000 $34,000,000 $22,000,000 $20,500,000 $16,500,000 $37,400,000 Stated Maturity Date in January 2027 Fixed Rate Note No Yes No Yes No No No N/A Floating Rate Note Yes No Yes No Yes Yes Yes N/A Interest Rate (2) Initial Rating(s): + [ ]% [ ]% + [ ]% [ ]% + [ ]% +[ ]% + [ ]% N/A S&P AAA(sf) AAA(sf) AA(sf) AA(sf) A(sf) BBB(sf) BB(sf) N/A Moody s Aaa(sf) Aaa(sf) N/A N/A N/A N/A N/A N/A Interest Deferrable No No No No Yes Yes Yes N/A Priority Classes None None A-1-R, A-2-R A-1-R, A-2-R A-1-R, A-2-R, B-1-R, B-2-R A-1-R, A-2-R, B-1-R, B-2-R, C-R A-1-R, A-2-R, B-1-R, B-2-R, C-R, D-R A-1-R, A-2-R, B-1-R, B-2-R, C-R, D-R, E-R Pari Passu Classes A-2-R A-1-R B-2-R B-1-R None None None None Junior Classes B-1-R, B-2-R, C-R, D-R, E-R, B-1-R, B-2-R, C-R, D-R, E-R, C-R, D-R, E-R, C-R, D-R, E-R, D-R, E-R, E-R, Listed Yes Yes Yes Yes Yes Yes Yes Yes Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer None (1) As of the Refinancing Date. (2) shall be calculated by reference to three-month, in accordance with the definition of set forth in Exhibit C hereto. USActive

23 Exhibit B FORM OF SUPPLEMENTAL INDENTURE [see attached]

24 DRAFT FIRST SUPPLEMENTAL INDENTURE to the INDENTURE dated as of December 3, 2014 by and among TELOS CLO , LTD., as Issuer, TELOS CLO , LLC, as Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee This FIRST SUPPLEMENTAL INDENTURE dated as of April 17, 2017 (this Supplemental Indenture ) to the Indenture dated as of December 3, 2014 (as amended, modified or supplemented prior to the date hereof, the Indenture ) is entered into among Telos CLO , Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), Telos CLO , LLC, a limited liability company organized under the laws of the State of Delaware (the Co-Issuer and, together with the Issuer, the Co-Issuers ), and U.S. Bank National Association, as trustee under the Indenture (together with its successors in such capacity, the Trustee ). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. PRELIMINARY STATEMENT WHEREAS, the Collateral Servicer has directed the Co-Issuers to effect a Refinancing of any or all of the Class A-1, the Class A-2, the Class B-1, the Class B-2, the Class C and the Class D on the April 2017 in accordance with Section 9.2(a) of the Indenture; WHEREAS, the Co-Issuers wish to amend the Indenture pursuant to Sections 8.1(x) to effect the modifications set forth in Section 1 below and the Refinancing of the Class A-1, the Class A-2, the Class B-1, the Class B-2, the Class C, and the Class D in conformity with Sections 9.2 and 9.4 of the Indenture; WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Sections 8.1 and 8.4 of the Indenture have been satisfied; WHEREAS, the conditions set forth in Section 9.2 and 9.4 of the Indenture to the Optional Redemption of the Class A-1, the Class A-2, the Class B-1, the

25 Class B-2, the Class C and the Class D to be effected from the proceeds of the Refinancing (as defined below) have been satisfied; and WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Refinancing Note (as defined below) will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; 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(x) and 9.2 of the Indenture, as applicable 1 : (i) Section 1.1 of the Indenture is amended by inserting the following new definitions in the appropriate alphabetical location: Class A-1-R : The Class A-1-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class A-2-R : The Class A-2-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class B-1-R : The Class B-1-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class B-2-R : The Class B-2-R Senior Secured Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class C-R : The Class C-R Mezzanine Secured Deferrable Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Class D-R : The Class D-R Mezzanine Secured Deferrable Floating Rate issued pursuant to this Indenture and having the characteristics specified in Section 2.3. Refinancing Date : April 17, The modifications set forth in this draft Supplemental Indenture may be revised to remove provisions related to the refinancing of one or more Classes of Secured identified herein, if such Class(es) will not be redeemed on the Refinancing Date. The modifications set forth in this draft Supplemental Indenture may also be revised, if applicable, to reflect the issuance on the Refinancing Date of a Class of Fixed Rate to refinance a Class of Fixed Rate issued on the Closing Date. -2-

26 Refinancing Purchase Agreement : The purchase agreement dated as of the Refinancing Date, by and among the Co-Issuers and the Initial Purchaser, in respect of the replacement notes purchased by the Initial Purchaser on the Refinancing Date, as amended from time to time. (ii) The definitions of Class A-1, Class A-2, Class A, Class B-1, Class B-2, Class B, Class C, Class D and Initial Purchaser set forth in Section 1.1 of the Indenture are amended and restated in their entirety as follows: Class A-1 : Prior to the Refinancing Date, the Class A-1 Senior Secured Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class A-1-R. Class A-2 : Prior to the Refinancing Date, the Class A-2 Senior Secured Fixed Rate issued on the Closing Date and, on and after the Refinancing Date, the Class A-2-R. Class A : Prior to the Refinancing Date, collectively, the Class A-1 and the Class A-2 issued on the Closing Date and, on and after the Refinancing Date, collectively the Class A-1-R and the Class A-2-R. Class B-1 : Prior to the Refinancing Date, the Class B-1 Senior Secured Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class B-1-R. Class B-2 : Prior to the Refinancing Date, the Class B-2 Senior Secured Fixed Rate issued on the Closing Date and, on and after the Refinancing Date, the Class B-2-R. Class B : Prior to the Refinancing Date, collectively, the Class B-1 and the Class B-2 issued on the Closing Date and, on and after the Refinancing Date, collectively the Class B-1-R and the Class B-2-R. Class C : Prior to the Refinancing Date, the Class C Mezzanine Secured Deferrable Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class C-R. Class D : Prior to the Refinancing Date, the Class D Mezzanine Secured Deferrable Floating Rate issued on the Closing Date and, on and after the Refinancing Date, the Class D-R. Initial Purchaser : BNP Paribas Securities Corp., in its capacity as initial purchaser under the Note Purchase Agreement and the Refinancing Purchase Agreement. -3-

27 (iii) The definition of Transaction Documents set forth in Section 1.1 of the Indenture is amended by inserting, the Refinancing Purchase Agreement immediately following the Note Purchase Agreement. (iv) The table set forth in Section 2.3 of the Indenture is amended and restated in its entirety as set forth on Annex A hereto. (v) Section 9.2(a) of the Indenture shall be amended by inserting the following proviso at the end of the first sentence therein: ; provided, that the Class A-1-R, the Class A-2-R, the Class B-1-R, the Class B-2-R, the Class C-R and the Class D-R may not be redeemed from Refinancing Proceeds, in whole or in part, after the Refinancing Date. (vi) Exhibits A1 and A-3 to the Indenture are amended to reflect the designation, revised spread, identifiers and initial payment date of the applicable Class of Refinancing. 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 Refinancing Purchase Agreement and the execution, authentication and delivery of the Class A- 1-R, the Class A-2-R, the Class B-1-R, the Class B-2-R, the Class C-R and the Class D-R (collectively, the Refinancing ) applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Refinancing to be authenticated and delivered, and (B) certifying that (1) the copy of the Board Resolutions attached thereto is a true and complete copy thereof, (2) such Board Resolutions have not been rescinded and are in full force and effect on and as of the 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 such Applicable Issuer to the effect that no other authorization, approval or consent of any governmental body is required for the valid issuance of the Refinancing, 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 Refinancing except as have been given (provided that the opinions delivered pursuant to clause (iii) below may satisfy this requirement); (iii) opinions of (i) Cadwalader, Wickersham & Taft LLP, special U.S. counsel to the Co-Issuers, (ii) Nixon Peabody LLP, counsel to the Trustee and (iii) Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, in each case dated the Refinancing Date, in form and substance satisfactory to the Issuer; -4-