THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary. This Notice is addressed only to holders of the Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ( relevant persons ). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons. If you have recently sold or otherwise transferred your entire holding(s) of any of the Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.
We refer to: PENTA CLO 2 B.V. (the "Issuer") 234,000,000 Class A Senior Secured Floating Rate Notes due 2028 (Reg S: XS1645088896; Class 144A: XS1645089431) (Reg S: XS1645088979; Class 144A: XS1645089274) (Reg S: XS1645092492; Class 144A: XS1645090959) 49,000,000 Class B Senior Secured Floating Rate Notes due 2028 (Reg S: XS1645089787; Class 144A: XS1645091171) (Reg S: XS1645089860; Class 144A: XS1645090017) (Reg S: XS1645091098; Class 144A: XS1645089605) 25,250,000 Class C Senior Secured Deferrable Floating Rate Notes due 2028 (Reg S: XS1645091254; Class 144A: XS1645091338) (Reg S: XS1645090280; Class 144A: XS1645090447) (Reg S: XS1645089944; Class 144A: XS1645090108) 20,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2028 (Reg S: XS1645091411; Class 144A: XS1645091502) (Reg S: XS1645090793; Class 144A: XS1645090876) (Reg S: XS1645090363; Class 144A: XS1645090520) 26,750,000 Class E Senior Secured Deferrable Floating Rate Notes due 2028 (Reg S: XS1225775201; Class 144A: XS1225777082) 13,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2028 (Reg S: XS1225775383; Class 144A: XS1225777249) 46,100,000 Subordinated Notes due 2028 (Reg S: XS1225775540; Class 144A: XS1225777165) (the "Notes") 26 June 2018 1. a trust deed dated 16 June 2015, as supplemented by a supplemental trust deed dated 4 August 2017 and as further supplemented from time to time entered into between, among others, the Issuer and Deutsche Trustee Company Limited (the "Trust Deed"); and 2. a collateral management and administration agreement between (amongst others) the Issuer, the Collateral Manager and the Trustee on 16 June 2015, as amended by a supplemental trust deed dated 4 August 2017 and as further amended from time to time (the "Collateral Management and Administration Agreement "). Capitalised terms used in this notice have the meanings given to them in the Trust Deed. Pursuant to Condition 14(c) (Modification and Waiver) and clause 27.2(p) (Modification) of the Trust Deed, we hereby inform you that, by a deed of amendment dated 25 June 2018, it was agreed that, pursuant to Condition 14(c)(xix) (Modification and Waiver), certain definitions in the Collateral Management and Administration Agreement were amended as set out in the annex hereto. Fitch has provided confirmation that such modification will not result in a withdrawal or downgrade on any of the ratings assigned to the Notes by Fitch. PENTA CLO 2 B.V.
ANNEX 1.1 Limb (g) of the definition of "Fitch Rating" in Schedule 20 (Fitch Ratings) of the Collateral Management and Administration Agreement shall be deleted in its entirety and replaced with the following: (g) if a Fitch Rating cannot otherwise be assigned, the Collateral Manager, on behalf of the Issuer, shall apply to Fitch for a credit opinion which shall then be the Fitch Rating or shall agree a rating with Fitch which shall then be the Fitch Rating, provided that pending receipt from Fitch of any credit opinion, the applicable Collateral Obligation shall either be deemed to have a Fitch Rating of B-, subject to the Collateral Manager believing (in its reasonable judgement) that such credit assessment will be at least B- or the rating specified as applicable thereto by Fitch pending receipt of such credit assessment; provided further that if no credit opinion from Fitch is expected (in the opinion of the Collateral Manager) to become available for the relevant Collateral Obligation and (i) the relevant Collateral Obligation is not a Defaulted Obligation or a Collateral Obligation with a Moody s CFR or Moody s Long Term Issuer Rating (in each case without regard to whether any such ratings are publicly available) of Caa1 or lower and, if the relevant Collateral Obligation has only a Moody s Issue Rating, the Fitch IDR Equivalent rating, determined by applying the Fitch Rating Mapping Table to such Moody s Issue Rating, is greater than Caa1 ; (ii) the relevant Collateral Obligation has a private rating by Moody s; and (iii) the relevant Collateral Obligation does not form part of the Fitch Deemed Rating Excess (as defined below), then the Fitch Rating of the relevant Collateral Obligation shall be deemed to be B- (provided that the Collateral Manager may elect in its sole discretion to assign any such Collateral Obligation a Fitch Rating of CCC ), and if any of the clauses (i) to (iii) in the foregoing proviso are not met, then the relevant Collateral Obligation will be deemed to have a Fitch Rating of CCC (except where a Fitch IDR Equivalent rating has been determined in accordance with clause (i) above and such rating is lower than CCC, in which case the relevant Collateral Obligation shall be deemed to be a Defaulted Obligation for the purposes of this definition of Fitch Rating ) ; or 1.2 The following definition of "Fitch Deemed Rating Excess" shall be inserted after the definition of "Fitch Rating" in Schedule 20 (Fitch Ratings) of the Collateral Management and Administration Agreement: Fitch Deemed Rating Excess means each Collateral Obligation to which a Fitch Rating of B- would have been applied in accordance with the second proviso in paragraph (g) above, but for the Principal Balance of which, when added to the Principal Balance of each other such Collateral Obligation (and for the avoidance of doubt excluding for the purposes of this definition all such Collateral Obligations to which the Collateral Manager has assigned a Fitch Rating of CCC pursuant to paragraph (g) above), exceeding 10 per cent of the Aggregate Collateral Balance (where the latest Collateral Obligations to have been purchased shall be deemed to constitute such excess). 1.3 The following definition of "Moody's Issue Rating" shall be inserted after the definition of "Moody's CFR" in Schedule 20 (Fitch Ratings) of the Collateral Management and Administration Agreement: Moody s Issue Rating shall mean the rating or the unpublished loan rating or the credit estimate expressly assigned to a debt obligation (or facility) by Moody s. 1.4 The definition of "Fitch Rate" in Schedule 15 (Fitch Minimum Weighted Average Rate Test) of the Collateral Management and Administration Agreement shall be deleted in its entirety and replaced with the following:
Fitch Rate means, with respect to a Collateral Obligation, the recovery rate determined in accordance with paragraphs (a) and (b) below or (in any case) such other recovery rate as Fitch may notify the Collateral Manager from time to time: (a) if such Collateral Obligation has a public Fitch recovery rating, or a recovery rating is assigned by Fitch in the context of provision by Fitch of a credit opinion to the Collateral Manager, the recovery rate corresponding to such recovery rating in the table below (unless an obligation s specific recovery rate (expressed as a percentage) is provided by Fitch in which case such recovery rate is used): Fitch recovery rating Fitch recovery rate (%) RR1 95 RR2 80 RR3 60 RR4 40 RR 20 RR6 5 (b) if such Collateral Obligation (A) has no public Fitch recovery rating and (B) neither a recovery rating nor an obligation s specific recovery rate is assigned by Fitch in the context of provision by Fitch of a credit opinion to the Collateral Manager, the recovery rate determined in accordance with the table below, where the Collateral Obligation shall be categorised as Strong if it is a Senior Secured Loan or a Senior Secured Bond, Moderate if it is an Senior Unsecured Obligation and otherwise Weak, and shall fall into the country group corresponding to the country in which the Obligor thereof is Domiciled: Group 1 Group 2 Group 3 Strong Moderate Weak 80 70 35 45 45 25 20 20 5 The country group of a Collateral Obligation shall be determined, by reference to the country where it is Domiciled, in accordance with the below: Group 1: Australia, Bermuda, Canada, Cayman Islands, New Zealand, Puerto Rico, United States (or such other countries as may become publicly available under published criteria, press releases or other public announcements from Fitch or such other countries the Collateral Manager is otherwise notified of by Fitch from time to time). Group 2: Austria, Barbados, Belgium, Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Hong Kong, Iceland, Ireland, Israel, Italy, Japan, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Netherlands, Norway, Poland, Portugal, Singapore, Slovakia, Slovenia, South Korea, Spain, Sweden, Switzerland, Taiwan, United Kingdom (or such other countries as may become publicly available under published criteria, press releases or other public announcements from Fitch or such other countries the Collateral Manager is otherwise notified of by Fitch from time to time).
Group 3: Albania, Argentina, Asia Others, Bahamas, Bosnia and Herzegovina, Brazil, Bulgaria, Chile, China, Colombia, Costa Rica, Croatia, Cyprus, Dominican Republic, Eastern Europe Others, Ecuador, Egypt, El Salvador, Greece, Guatemala, Hungary, India, Indonesia, Iran, Jamaica, Kazakhstan, Liberia, Macedonia, Malaysia, Malta, Marshall Islands, Mauritius, Mexico, Middle East and North Africa Others, Moldova, Morocco, Other Central America, Other South America, Other Sub Saharan Africa, Pakistan, Panama, Peru, Philippines, Qatar, Romania, Russia, Saudi Arabia, Serbia and Montenegro, South Africa, Thailand, Tunisia, Turkey, Ukraine, Uruguay, Venezuela, Vietnam (or such other countries as may become publicly available under published criteria, press releases or other public announcements from Fitch or such other countries the Collateral Manager is otherwise notified of by Fitch from time to time).