CITIBANK, N.A. VIBRANT CLO II, LTD. VIBRANT CLO II, LLC NOTICE OF OPTIONAL REDEMPTION 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. Notice Date: July 11, 2018 Notice Record Date: July 11, 2018 To: The Holders of the Notes described as: Class CUSIP * ISIN* Common Codes* Class A-1b-R - 144A 92557G AN8 US92557GAN88 Class A-1b-R - Reg S G9346G AG6 USG9346GAG67 165007611 Class A-2a-R - 144A 92557G AQ1 US92557GAQ10 Class A-2a-R - Reg S G9346G AH4 USG9346GAH41 165007654 Class A-2b-R - 144A 92557G AS7 US92557GAS75 Class A-2b-R - Reg S G9346G AJ0 USG9346GAJ07 165007727 Class B-R - 144A 92557G AU2 US92557GAU22 Class B-R - Reg S G9346G AK7 USG9346GAK79 165007794 Class C-R - 144A 92557G AW8 US92557GAW87 Class C-R - Reg S G9346G AL5 USG9346GAL52 165007816 Class D - 144A 92557F AA8 US92557FAA84 Class D - Reg S G93460AA4 USG93460AA40 096294972 Class E - 144A 92557F AC4 US92557FAC41 Class E - Reg S G93460AB2 USG93460AB23 096295006 Subordinated - 144A 92557FAE0 US92557FAE07 Subordinated - Reg S G93460AC0 USG93460AC06 096295227 Subordinated - Accredited Investor 92557FAF7 US92557FAF71 and * No representation is made as to the correctness or accuracy of the CUSIPs, ISINs or Common Codes either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
The additional parties listed on Schedule I hereto Reference is hereby made to the Indenture dated as of September 23, 2013, (as amended, modified or supplemented from time to time, the Indenture ) among VIBRANT CLO II, LTD., as Issuer (the Issuer ), VIBRANT CLO II, LLC, as Co-Issuer (the Co-Issuer and together with the Issuer, the Co-Issuers ), and CITIBANK, N.A., as Trustee (the Trustee ). Capitalized terms used, and not otherwise defined, herein shall have the meanings assigned to such terms in the Indenture. Pursuant to Sections 9.4(a), 9.4(b) and 9.4(c) of the Indenture, you are hereby notified that the Trustee has received notice from the Issuer, dated June 14, 2018 (the Issuer Notice ) that a Majority of the Subordinated Notes has directed an Optional Redemption of the Class A- 1b-R Notes, the Class A-2a-R Notes, the Class A-2b-R Notes, the Class B-R Notes, the Class C- R Notes, the Class D Notes, the Class E Notes and the Subordinated Notes in whole but not in part from Sale Proceeds (the Optional Redemption ). A copy of the Issuer Notice is attached hereto as Exhibit A. In addition, please be advised that: 1. the Redemption Date shall be July 24, 2018 (the Redemption Date ); 2. the Record Date shall be (i) with respect to the Global Secured Notes, July 23, 2018 and (ii) with respect to the Certificated Secured Notes, July 9, 2018; 3. The Redemption Price for each Note to be redeemed is an amount equal to (a) for any Rated Debt, 100% of the Aggregate Outstanding Amount of such Rated Debt, plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Secured Note Deferred Interest, in the case of the Deferred Interest Notes) to the Redemption Date and (b) for each Subordinated Note, its proportional share (based on the Aggregate Outstanding Amount of such Note) of the portion of the proceeds of the remaining Assets (after giving effect to the Optional Redemption of the Rated Debt in whole or after all of the Rated Debt have been repaid in full and payment in full of (and/or creation of a reserve for) all expenses (including all Portfolio Management Fees and Administrative Expenses) of the Co Issuers).; 4. the Rated Debt is to be redeemed in full and interest on such Secured Notes shall cease to accrue on the Redemption Date; 5. the Rated Debt must be surrendered to the Paying Agent for payment of the Redemption Price at: Citibank, N.A., 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window Vibrant CLO II, Ltd..; PLEASE NOTE THAT HOLDERS OF CERTIFICATED RATED DEBT MUST SURRENDER THEIR NOTES TO THE ABOVE ADDRESS IN ORDER TO RECEIVE PAYMENT OF THE REDEMPTION PRICE; 6. All of the Subordinated Notes are to be redeemed on or after the Redemption Date and amounts will be distributed to the Holders of the Subordinated Notes at a later date depending on the timing of the receipt of proceeds; and
7. Direction regarding surrender of the Subordinated Notes will follow once a final payment date has been determined for the redemption of the Subordinated Notes. HOLDERS OF CERTIFICATED SUBORDINATED NOTES SHOULD NOT SURRENDER THEIR NOTES AT THIS TIME, INSTEAD A FURTHER NOTICE OF THE FINAL DISTRIBUTION TO THE SUBORDINATED NOTES WILL INDICATE WHERE AND WHEN THE CERTIFICATED NOTES SHOULD BE SURRENDERED. Questions with respect to the content of Optional Redemption should be directed to Portfolio Manager, DFG Investment Advisers, Inc., at mhilf@dfgia.com. This Notice shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein. CITIBANK, N.A., as Trustee
SCHEDULE 1 Additional Parties Issuer: Co-Issuer: Vibrant CLO II, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman KY1 1102, Cayman Islands Attention: The Directors Facsimile no.: (345) 945-7100 Email: cayman@maplesfs.com Vibrant CLO II, LLC c/o Deutsche International Corporate Services (Delaware) LLC 1011 Centre Road, Suite 200 Wilmington, Delaware 19805 Attention: Vibrant CLO II LLC Portfolio Manager: DFG Investment Advisers, Inc. 747 Third Avenue, 38th Floor New York, NY 10017 Attention: Moritz Hilf Facsimile no.: (212) 488-1546 Email: mhilf@dfgia.com With copies to: DFG Investment Advisers, Inc. 747 Third Avenue, 38th Floor New York, New York 10017 Attention: Volkan Kurtas, CEO Facsimile no.: (212) 488-1546 Email: vkurtas@dfgia.com and vibrantcloii@dfgia.com Collateral Administrator: Rating Agencies: Virtus Group, LP 1301 Fannin Street, 17th Floor Houston, Texas 77002 Attention: Vibrant CLO II, Ltd. Email: VibrantVirtusDL@virtusllc.com Moody s Investors Service, Inc. 7 World Trade Center New York, New York, 10007 Attention: CBO/CLO Monitoring
Email: cdomonitoring@moodys.com Standard & Poor s 55 Water Street, 41st Floor New York, New York 10041-0003 Attention: Asset Backed-CBO/CLO Surveillance Email: CDO_Surveillance@sandp.com Irish Listing Agent: Maples and Calder (for posting with the Companies Announcement Office of the Irish Stock Exchange) 75 St. Stephen s Green Dublin 2, Ireland Facsimile no.: +353 1 619 2001
EXHIBIT A Issuer Notice