EXECUTION VERSION The Bank of New York Mellon Trust Company, National Association, as Trustee 601 Travis Street, 16 th Floor Houston, Texas 77002 The Bank of New York, London Branch, as Fiscal Agent One Canada Square London E14 5AL United Kingdom Attention: Global Trust Services Carlyle McLaren CLO, Ltd., as Issuer c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands Attention: Directors Carlyle McLaren CLO (Delaware) Corp., as Co-Issuer c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi Carlyle Investment Management L.L.C. 520 Madison Avenue, 41 st Floor New York, New York 10022 Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Facsimile: (212) 553-0355 Attention: CBO/CLO Monitoring with an electronic copy to: cdomonitoring@moodys.com S&P Global Ratings 55 Water Street, 41st Floor New York, New York 10041 Facsimile: (212) 438-2655 Attention: Asset-Backed-CBO/CLO Surveillance with an electronic copy to: cdo_surveillance@spglobal.com Irish Stock Exchange 28 Anglesea Street Dublin 2, Ireland Electronic copy to be uploaded to ISE Portal 723760385 Carlyle McLaren Notice of Redemption
ISSUER NOTICE OF PROPOSED OPTIONAL REDEMPTION BY LIQUIDATION AND ISSUER ORDER May 1, 2017 We refer to that certain Indenture, dated as of July 12, 2007 (as amended, supplemented or otherwise modified and in effect from time to time, the Indenture ), among Carlyle McLaren CLO, Ltd., (formerly known as Stanfield McLaren CLO, Ltd.) as Issuer (the Issuer ), Carlyle McLaren CLO (Delaware) Corp., (formerly known as Stanfield McLaren CLO (Delaware) Corp.) 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 (formerly known as The Bank of New York Trust Company, National Association), as Trustee (the Trustee ). Capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Indenture. Pursuant to Section 9.5(a) of the Indenture, the undersigned Issuer, HEREBY GIVES NOTICE that the Notes will be redeemed in whole but not in part on the Payment Date on May 30, 2017 and HEREBY GIVES FURTHER NOTICE that, for such redemption: (1) the Optional Redemption Date shall be May 30, 2017; (2) the Redemption Record Date shall be May 26, 2017; (3) the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date shall be: (a) For the Class A-2L Notes U.S. $32,202,200.34 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class A-2L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class A-2L Notes as of the Optional Redemption Date); (b) For the Class A-3L Notes U.S. $28,128,966.72 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class A-3L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class A-3L Notes as of the Optional Redemption Date); (c) For the Class B-1L Notes U.S. $22,194,097.66 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class B-1L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class B-1L Notes as of the Optional Redemption Date); and (d) For the Class B-2L Notes U.S. $19,295,733.98 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class B-2L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class B-2L Notes as of the Optional Redemption Date). 723760385
Pursuant to Section 9.1(c) of the Indenture, the undersigned Issuer hereby directs the Trustee to make payment of the applicable Optional Redemption Price for all Classes of the Notes from funds in the Collection Account and/or monies deposited with the Trustee by the Issuer pursuant to Section 9.7 of the Indenture. Pursuant to Section 9.6(a) of the Indenture, the Issuer hereby directs the Trustee to provide the notice of redemption pursuant to Sections 9.6(a) of the Indenture, in the name and at the expense of the Issuer. [Remainder of page intentionally left blank. Signature page follows.] 723760385
IN WITNESS WHEREOF, the undersigned Authorized Officer has caused this instrument to be duly executed and delivered as of the date first written above. CARLYLE MCLAREN CLO, LTD. as Issuer By: Name: Ý» Þ«² ±² Title: Ü»½ ± 723760385
The Bank of New York Mellon Trust Company, National Association CARLYLE MCLAREN CLO LTD. (F/K/A STANFIELD MCLAREN CLO, LTD.) CARLYLE MCLAREN CLO (DELAWARE), CORP. (F/K/A STANFIELD MCLAREN CLO (DELAWARE) CORP.) 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. May 5, 2017 To: The Holders of the Notes as follows: Notes Class A-2L Notes Class A-3L Notes Class B-1L Notes Class B-2L Notes Income Notes CUSIP Rule 144A Global ISIN Rule 144A Global CUSIP Reg S Global ISIN Reg S Global CUSIP Definitive Notes ISIN Definitive Notes 85430XAC2 US85430XAC20 G84323AC1 USG84323AC10 N/A N/A 85430XAD0 US85430XAD03 G84323AD9 USG84323AD92 N/A N/A 85430XAE8 US85430XAE85 G84323AE7 USG84323AE75 N/A N/A 85430AAA6 US85430AAA60 G84321AA9 XS0310744445 N/A N/A 85430AAB4 US85430AAB44 G84321AB7 XS0310744528 85430AAC2 US85430AAC27 To: Those Additional Addressees Listed on Schedule I hereto Reference is hereby made to (i) that certain Indenture dated as of July 12, 2007 (as amended, modified or supplemented, the Indenture ) between Carlyle McLaren CLO, Ltd. (formerly known as Stanfield McLaren CLO, Ltd.) as Issuer (the Issuer ), Carlyle McLaren CLO (Delaware), Corp. (formerly known as Stanfield McLaren CLO (Delaware) Corp.), 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, (formerly known as The Bank of New York Trust Company, National Association), as Trustee (the Trustee ) and (ii) that certain Fiscal Agency Agreement dated as of July 12, 2007 (as amended, supplemented, or modified from time to time, the Fiscal Agency Agreement ) among the Issuer and The Bank of New York Mellon No representation is made as to the correctness of the CUSIP 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. HOU:0023495/01438:1896938v3
(London Branch) (f/k/a The Bank of New York (London Branch), as Fiscal Agent. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. Pursuant to Section 9.5(a) of the Indenture, the Issuer has notified the Trustee that it will effect an optional redemption of the Class A-2L Notes, the Class A-3L Notes, the Class B-1L Notes and the Class B-2L Notes in whole. The Issuer has provided notice to the Trustee of the Optional Redemption Date, the applicable Redemption Record Date and the applicable Redemption Prices. In accordance with Section 9.6(a) of the Indenture, the Trustee hereby provides notice of the following information relating to the optional redemption: The Optional Redemption Date shall be May 30, 2017. The Redemption Record Date shall be May 26, 2017. The Optional Redemption Price of each Class of Notes being redeemed shall be: for the Class A-2L Notes U.S. $32,202,200.34 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class A-2L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class A-2L Notes as of the Optional Redemption Date); for the Class A-3L Notes U.S. $28,128,966.72 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class A-3L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class A-3L Notes as of the Optional Redemption Date); for the Class B-1L Notes U.S. $22,194,097.66 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class B-1L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class B-1L Notes as of the Optional Redemption Date); and for the Class B-2L Notes U.S. $19,295,733.98 (an amount equal to the aggregate of (i) the Aggregate Principal Amount of the Class B-2L Notes as of the Optional Redemption Date and (ii) the applicable Cumulative Interest Amount with respect to the Class B-2L Notes as of the Optional Redemption Date). All of Outstanding Notes are to be redeemed and paid in full, and applicable interest thereon shall cease to accrue on the Optional Redemption Date. The notice of redemption may be withdrawn upon the occurrence of certain conditions, as set forth in the Indenture. The Income Notes will not be redeemed on the Optional Redemption Date. Notwithstanding anything herein to the contrary, the completion of the redemption described herein is subject to the satisfaction of any additional conditions to the redemption set forth in the Indenture. With respect to any Definitive Notes, payment on such Notes will be HOU:0023495/01438:1896938v3 2
made only upon presentation and surrender of such 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, 9 th Floor Dallas, Texas 75201 By Hand Only: The Bank of New York Mellon 101 Barclay 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 28% 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 28% 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 Matilda Kwan at 713-483-6040 or at matilda.kwan@bnymellon.com. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee THE BANK OF NEW YORK MELLON (LONDON BRANCH), as Fiscal Agent HOU:0023495/01438:1896938v3 3
SCHEDULE I Additional Addressees Issuer: Carlyle McLaren CLO, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman KY1-1102 Cayman Islands Attn: Directors Co-Issuer: Carlyle McLaren CLO (Delaware), Corp. c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attn: Donald J. Puglisi Irish Listing and Paying Agent: (for posting with the Companies Announcement Office of the Irish Stock Exchange) Maples and Calder 75 St. Stephen s Green Dublin 2, Ireland dublindebtlisting@maplesandcalder.com Fiscal Agent: The Bank of New York Mellon (London Branch) One Canada Square London, E14 5AL United Kingdom Collateral Manager: The Carlyle Group 520 Madison Ave., 41st Floor New York, New York 10022 Attn: Linda Pace Rating Agencies: S&P Global Ratings 55 Water Street, 41 st Floor New York, New York 10041 Attn: CDO Surveillance Fax: (212) 438-2664 cdo_surveillance@spglobal.com Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: CBO/CLO Monitoring Fax: (212) 553-0355 cdomonitoring@moodys.com DTC, Euroclear & Clearstream (if applicable): lensnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com HOU:0023495/01438:1896938v3 4