Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 MAC: R1204-010 To: NOTICE OF PARTIAL REDEMPTION BY REFINANCING THL CREDIT WIND RIVER 2014-3 CLO LTD. THL CREDIT WIND RIVER 2014-3 CLO LLC The Parties Listed on Schedule I hereto. May 22, 2017 Ladies and Gentlemen: Reference is made to that certain Indenture dated as of January 29, 2015 (as amended, modified or supplemented, the Indenture ) among THL Credit Wind River 2014-3 CLO Ltd., as Issuer (the Issuer ), THL Credit Wind River 2014-3 CLO LLC, as Co-Issuer (the Co Issuer, and together with the Issuer, the Co-Issuers ), and Wells Fargo Bank, N.A., as trustee (the Trustee ). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture. I. Notice to Nominees and Custodians. If you act as or hold Notes as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice. II. Notice of Partial Redemption by Refinancing. Pursuant to Section 9.3 of the Indenture, a Majority of the Subordinated Notes directed the Issuer to redeem one or more Classes of Rated Notes following the end of the Non-Call Period, in whole but not in part with respect to each such Class to be redeemed, from Refinancing Proceeds. In accordance with Section 9.5 of the Indenture and at the direction of the Issuer, the Trustee hereby provides notice of the following information relating to the Partial Redemption by Refinancing: All Class A Notes, Class B Notes, Class C-1 Notes, Class C-2 Notes and Class D Notes (the Refinanced Notes ) will be redeemed in full, and interest on such Classes of Refinanced Notes shall cease to accrue on the Redemption Date. The Class E Notes, the Class F Notes and the Subordinated Notes will not be redeemed on the Redemption Date. The Redemption Date will be June 6, 2017. The Redemption Price of the Refinanced Notes shall be: 1 of 5
for the Class A Notes U.S. $253,838,036.57 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); for the Class B Notes U.S. $48,707,575.03 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date); for the Class C-1 Notes U.S. $10,303,908.25 (which is an amount equal to 100% of the interest on any accrued and unpaid Deferred Interest), to the Redemption Date); for the Class C-2 Notes U.S. $14,073,630.79 (which is an amount equal to 100% of the interest on any accrued and unpaid Deferred Interest), to the Redemption Date); and for the Class D Notes U.S. $22,639,835.19 (which is an amount equal to 100% of the interest on any accrued and unpaid Deferred Interest), to the Redemption Date). Payment of the Redemption Price on the Refinanced Notes to be redeemed will be made only upon presentation and surrender of such Notes at the offices of the Trustee. To surrender Notes, please present and surrender the Notes to one of the following places by one of the following methods: By Mail or Courier Service: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 600 South Fourth Street Minneapolis, MN 55479 By Registered or Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9300-070 P.O. Box 1517 Minneapolis, MN 55480-1517 Under the provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended in 1992, 2001 and most recently, the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the Act ), the Paying Agent making payment of interest or principal on securities may be obligated to withhold a percentage of the principal of a holder who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding under the Act. Holders of the Notes who wish to avoid the application of these provisions should submit either a completed IRS (Internal Revenue Service) form W-9 (use only if the holder is a U.S. person, including a resident alien), or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when presenting the Notes for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515, W-8 forms and W-9 forms and instructions are available through the IRS via their web site at www.irs.gov. Questions regarding this notice may be directed to the attention of Stephanie Smith by telephone at (410) 884-2344, by e-mail at stephanie.smith@wellsfargo.com, by facsimile at 1-866-373-0261, or by mail addressed to Wells Fargo Bank, National Association, Collateralized 2 of 5
Debt Obligations, Attn.: Stephanie Smith, MAC R1204-010, 9062 Old Annapolis, Columbia, MD 21045-1951. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee does not make recommendations or give investment advice herein or as to the Notes generally. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 3 of 5
Schedule I Addressees Holders of Notes: CUSIP* (Rule 144A) CUSIP* (Reg S) Class A Notes 88432DAA2 G88299AA3 Class B Notes 88432DAC8 G88299AB1 Class C-1 Notes 88432DAE4 G88299AC9 Class C-2 Notes 88432DAG9 G88299AD7 Class D Notes 88432DAJ3 G88299AE5 Class E Notes 88432DAL8 G88299AF2 Class F Notes 88432DAN4 G88299AH8 88432JAA9/ Subordinated Notes 88432JAB7 G8829QAA5 Issuer: THL Credit Wind River 2014-3 CLO Ltd. c/o Estera Trust (Cayman) Limited Clifton House, 75 Fort Street, P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands Attn: The Directors Co-Issuer: THL Credit Wind River 2014-3 CLO LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders. 4 of 5
Investment Manager: THL Credit Senior Loan Strategies LLC 222 W. Monroe, Suite 3200 Chicago, IL 60606 Attn: Robert Hickey Rating Agencies: Moody s Investors Service, Inc. cdomonitoring@moodys.com S&P Global Ratings cdo_surveillance@spglobal.com Irish Stock Exchange: 28 Anglesea Street Dublin 2, Ireland Collateral Administrator/Information Agent: Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland 21045 Irish Listing Agent McCann FitzGerald Listing Services Limited Riverside One Sir John Rogerson s Quay Dublin 2, Ireland Initial Purchaser Deutsche Bank Securities Inc. 60 Wall Street New York, New York, 10005 Attention: Global Markets 5 of 5