The Bank of New York Mellon Trust Company, National Association HALCYON LOAN ADVISORS FUNDING 2012-2 LTD. HALCYON LOAN ADVISORS FUNDING 2012-2 LLC NOTICE OF OPTIONAL REDEMPTION NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. February 22, 2019 To: The Holders of the Notes described as follows: Notes Rule 144A CUSIP Rule 144A Reg. S Common Code Reg. S CUSIP Reg. S Class C Notes 40537V AG4 US40537VAG41 85854658 G42314 AD9 USG42314AD91 Class D Notes 40537V AJ8 US40537VAJ89 85854704 G42314 AE7 USG42314AE74 Class E Notes 40537W AA5 US40537WAA53 85854712 G4231U AA7 USG4231UAA72 Combination Notes 40537V AL3 US40537VAL36 85854682 G42314 AF4 USG42314AF40 Subordinated Notes 40537W AC1 US40537WAC10 85854739 G4231U AB5 USG4231UAB55 Certificated CUSIP Certificated Subordinated Notes 40537W AD9 US40537WAD92 To: Those Additional Addressees listed on Schedule I hereto Reference is hereby made to that certain Indenture dated as of November 28, 2012 (as supplemented by that certain Supplemental Indenture dated as of May 4, 2015, and as further amended, supplemented, or modified from time to time, the Indenture ), among HALCYON LOAN ADVISORS FUNDING 2012-2 LTD., as issuer (the Issuer ), HALCYON LOAN No representation is made as to the correctness of the CUSIP, Common Code or ISIN numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
ADVISORS FUNDING 2012-2 LLC, as co-issuer (the Co-Issuer, and, together with the Issuer, the Co-Issuers ), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, 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 1.5(f), 9.2(a) and 9.2(c) of the Indenture, Holders of a Majority of the Subordinated Notes directed the Co-Issuers to redeem the Class C Notes, Class D Notes, Class E Notes, Combination Notes and Subordinated Notes in whole from Sale Proceeds (the Optional Redemption ). The Issuer has provided notice to the Trustee of the Redemption Date, the applicable Record Date, the principal amount of Notes to be redeemed on the Redemption Date and the applicable Redemption Prices. In accordance with Section 9.4(a) of the Indenture and at the direction of the Issuer, the Trustee hereby provides notice of the following information relating to the Optional Redemption: The Redemption Date for the Notes shall be March 20, 2019. The Record Date (i) with respect to the Global Secured Notes, the Global Combination Notes and the Global Subordinated Notes shall be March 19, 2019 and (ii) with respect to the Certificated Secured Notes, the Certificated Combination Notes, the Certificated Subordinated Notes and the Uncertificated Subordinated Notes shall be March 5, 2019. The principal amount of Notes to be redeemed on the Redemption Date shall be: for the Class C Notes U.S. $33,300,809.31 (including the principal amount of the Class C Note Component of the Combination Notes); for the Class D Notes U.S. $19,500,000.00 (including the principal amount of the Class D Note Component of the Combination Notes); for the Class E Notes U.S. $18,250,000.00; and for the Subordinated Notes U.S. $43,500,000.00. The Redemption Price with respect to each Class of Notes shall be: for the Class C Notes U.S. $33,770,517.23 (an amount equal to 100% of the Aggregate Outstanding Amount of the Class C Notes (including the Aggregate Outstanding Amount of the Class C Note Component of the Combination Notes) plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Secured Note Deferred Interest) to the Redemption Date); for the Class D Notes U.S. $19,855,485.00 (an amount equal to 100% of the Aggregate Outstanding Amount of the Class D Notes (including the Aggregate Outstanding Amount of the Class D Note Component of the Combination Notes) plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Secured Note Deferred Interest) to the Redemption Date); 2
for the Class E Notes U.S. $18,623,760.00 (an amount equal to 100% of the Aggregate Outstanding Amount of the Class E Notes plus accrued and unpaid interest thereon (including interest on any accrued and unpaid Secured Note Deferred Interest) to the Redemption Date); for each Subordinated Note an amount equal to its pro rata proportional share (based on the Aggregate Outstanding Amount of the Subordinated Notes) of the portion of the proceeds of the remaining Assets (after giving effect to the Redemption of the Secured Notes in whole or after all of the Secured Notes have been repaid in full and payment in full of (and/or creation of a reserve for) all expenses (including all Management Fees, Administrative Expenses and Dissolution Expenses) of the Co-Issuers) that is distributable to the Subordinated Notes; and for each Combination Note an amount equal to its allocation of the Redemption Price for each Underlying Class. All of the Secured Notes are to be redeemed in full and interest on the Secured Notes shall cease to accrue on the Redemption Date. The Optional Redemption may be cancelled subject to certain conditions, as set forth in the Indenture. Notwithstanding the foregoing and as further described in the paragraph below, the Subordinated Notes may be receiving funds after the Redemption Date. The Issuer has advised the Trustee that it is possible certain Assets may not be sold prior to the Redemption Date. In light of the foregoing, additional amounts may become available for distribution to Holders of Subordinated Notes after the Redemption Date to the extent of any Assets sold after such Redemption Date, and the distribution of such amounts (if any) may be made on dates other than Payment Dates. Accordingly, Subordinated Notes should not be surrendered at this time. The Trustee will send written notice to the Holders of Subordinated Notes regarding surrender of such Subordinated Notes at a later date. Notwithstanding anything herein to the contrary, the completion of the Optional Redemption described herein is subject to the satisfaction of any additional conditions to the Optional Redemption set forth in the Indenture. With respect to any Secured Notes in the form of a Certificated Secured Note, payment on such Secured Notes will be made only upon presentation and surrender of such Secured Notes to the Trustee by one of the following methods: By First Class Registered/Certified mail: The Bank of New York Mellon Trust Company, National Association Global Corporate Trust P.O. Box 2320 Dallas, Texas 75221-2320 By Express Delivery Only: The Bank of New York Mellon Trust Company, National Association Global Corporate Trust 2001 Bryan Street, 10 th Floor Dallas, Texas 75201 3 By Hand Only: The Bank of New York Mellon 240 Greenwich Street New York, New York, 10286 1 st Floor East Corporate Trust Window
Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, paying agents are required to withhold a percentage of gross payments to Holders who are United States persons for U.S. tax purposes and fail to provide a valid taxpayer identification number, or who are not United States persons and fail to provide an appropriate IRS Form W-8, on or before the date upon which Notes are presented for payment. Holders who are United States persons are additionally subject to a penalty of $50 for failure to provide a taxpayer identification number. To avoid this percentage withholding, when presenting Notes for payment, please submit a Form W-9 if you are a United States person, or an appropriate Form W-8 if you are not a United States person, or other appropriate IRS form. Should you have any questions, please contact Mehwash Naseem at (713) 483-6129 or at Mehwash.Naseem@bnymellon.com. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 4
SCHEDULE I Additional Addressees Issuer: Halcyon Loan Advisors Funding 2012-2 Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attn: Halcyon Loan Advisors Funding 2012-2 Ltd. Fax: (345) 945-7100 Co-Issuer: Halcyon Loan Advisors Funding 2012-2 LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attn: Donald J. Puglisi Fax: (302) 738-7210 Irish Listing Agent: Maples and Calder 75 St. Stephen's Green Dublin 2, Ireland Attn: Halcyon Loan Advisors Funding 2012-2 Ltd. Fax: +353 1619 2001 Euronext Dublin (f/k/a the Irish Stock Exchange): 28 Anglesea Street Dublin 2, Ireland Collateral Manager: Halcyon Loan Advisors 2012-2 LLC 477 Madison Avenue, 8th Floor New York, New York 10022 Attention: Brian Yorke and Michael Rosner Fax: (212) 935-1831 byorke@halcyonllc.com; mrosner@halcyonllc.com Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center New York, New York 10007 Attn: CBO/CLO Monitoring cdomonitoring@moodys.com S&P Global Ratings 55 Water Street, 41st Floor New York, New York 10041-0003 Attn: Asset-Backed CBO/CLO Surveillance Fax: (212) 438-2655 cdo_surveillance@spglobal.com Information Agent: HLA2012-2@bnymellon.com DTC, Euroclear & Clearstream (if applicable): legalandtaxnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com 5