The Bank of New York Mellon Trust Company, National Association NAUTIQUE FUNDING LTD. NAUTIQUE FUNDING CORP. 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. January 3, 2017 To: The Holders of the Notes described as follows: Class A-3 Notes Class B-1 Notes Class B-2 Notes Class C Notes Class D Notes Income Notes CUSIP* Rule 144A Reg S 639107AE1 G64OIPAE9 639107AF8 G64O1PAF6 639107AG6 G64O1PAG4 639107AH4 G64O1PAH2 639107AJO G64O1PAJ8 G64014AB2 CUSIP* Rule 144A (Certificated) Accredited Investor 639104AB4 639104ADO ISIN* Reg S Common Code* USG64O1PAE9O 025138309 USG64O1PAF65 025138341 USG64O1PAG49 025138511 USG64O1PAH22 025138546 USG64O1PAJ87 025138589 USG64014AB25 025138635 To: Those Additional Addressees listed on Schedule I hereto Reference is made to that certain Indenture, dated as of April 12, 2006 (as amended and modified, the Indenture ), by and among Nautique Funding Ltd., as issuer (the Issuer ), Nautique Funding 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 (as successor in trust to JPMorgan Chase Bank, National Association), as trustee (the Trustee ). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. * No representation is made as to the correctness of the CUSIP, ISIN and Common Codes numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
Pursuant to Section 9.2(a) of the Indenture, Holders of at least 66 2/3% of the Aggregate Principal Amount of the Income Notes have directed the Applicable Issuer to redeem the Aggregate Principal Amount of Notes (the Optional Redemption ). In accordance with Section 9.3 of the Indenture, on behalf of the Co-Issuers, the Trustee hereby provides notice of the following information relating to the Optional Redemption: The Redemption Date for the Notes shall be January 17, 2017. The Record Date shall be January 3, 2017. The Redemption Price of the Notes to be redeemed shall be as follows: (i) (ii) (iii) (iv) (v) (vi) For the Class A-3 Notes, $5,345,027.47 (which is equal to 100% of the Aggregate Principal Amount thereof plus accrued and unpaid interest thereon to the Redemption Date); For the Class B-1 Notes, $20,080,755.56 (which is equal to 100% of the Aggregate Principal Amount thereof plus accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest with respect thereto) to the Redemption Date); For the Class B-2 Notes, $10,151,675.00 (which is equal to 100% of the Aggregate Principal Amount thereof plus accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest with respect thereto) to the Redemption Date plus the applicable Make-Whole Premium); For the Class C Notes, $31,204,393.33 (which is equal to 100% of the Aggregate Principal Amount thereof plus accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest with respect thereto) to the Redemption Date); For the Class D Notes, $12,858,383.11 (which is equal to 100% of the Aggregate Principal Amount thereof plus accrued and unpaid interest thereon (including any accrued and unpaid Deferred Interest with respect thereto) to the Redemption Date); and For the Income Notes, its pro rata share of the amount of the proceeds of the Collateral remaining after giving effect to the redemption of the Senior Notes and the payment in full of all expenses of the Co-Issuers in accordance with the Priority of Payments. On the Redemption Date, all of the Notes are to be redeemed in full and interest on the Senior Notes shall cease to accrue on the Redemption Date. Pursuant to Section 9.3 of the Indenture, the Issuer shall have the option to withdraw the 2
notice of redemption on or prior to the fourth Business Day prior to the Redemption Date, subject to certain conditions set forth in the Indenture. The Investment Manager has advised the Trustee that certain items of Collateral Obligations may not be sold and settled prior to the Redemption Date. In light of the foregoing, additional amounts may become available for distribution to Holders of Income Notes after the Redemption Date and the distribution of such amounts (if any) may be made on dates other than Payment Dates. Accordingly, the Income Notes should not be surrendered at this time. The Trustee will send written notice to the Holders of Income Notes regarding surrender of the Income 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 set forth in the Indenture. Payment of the Redemption Price on the Redemption Date will only be made upon presentation and surrender of the Senior Notes to the Trustee at the places set forth below on or prior to the Redemption Date. 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, 9th Floor Dallas, Texas 75201 By Hand Only: The Bank of New York Mellon 101 Barclay Street New York, New York, 10286 1st Floor East Corporate Trust Window The method of delivery is at the option and risk of the Holder. On the Redemption Date, the Redemption Price will become due and payable. Under current United States federal income tax law, a trustee making payment of interest or principal on securities may be obligated to apply backup withholding to payments of the interest or principal payable to a holder who (i) has failed to furnish the trustee with a valid taxpayer identification number and certifications that the holder is not subject to backup withholding under the Internal Revenue Code of 1986, as amended (the Code ) and that the holder is a United States person (including a U.S. resident alien) as defined by the Code or (ii) has failed to provide appropriate certification to establish that the holder is not a United States person. Holders of Notes who are United States persons and wish to avoid the application of these provisions should submit a completed IRS Form W-9 when presenting the Notes for payment. Holders of Notes who are non-united States persons should submit an appropriate IRS Form W-8. 3
Please contact Alicia Taylor at The Bank of New York Mellon Trust Company, National Association at (713) 483-6851 or alicia.taylor@bnymellon.com with questions. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 4
Schedule I Additional Addressees Issuer: Nautique Funding Ltd. c/o Intertrust SPV (Cayman) Limited 190 Elgin Avenue George Town Grand Cayman KY1-9005, Cayman Islands Attention: The Directors Facsimile: (345) 945-4757 Co-Issuer: Nautique Funding Corp. 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: The Directors Facsimile: (302) 738-7210 Email: dpuglisi@puglisiassoc.com Investment Manager: Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas New York, New York 10036 Attention: Joseph Rotundo Irish Stock Exchange The Irish Stock Exchange plc Electronic copy to be uploaded to website provided by ISE Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attention: CDO/CLO Monitoring With an electronic copy to: cdomonitoring@moodys.com Standard & Poor's 55 Water Street, 41st Floor New York, New York 10041-0003 Attention: CDO Surveillance With an electronic copy to cdo_surveillance@sandp.com DTC, Euroclear and Clearstream (if applicable): lensnotices@dtcc.com voluntaryreorgannouncements@dtcc.com redemptionnotification@dtcc.com drit@euroclear.com ca_mandatory.events@clearstream.com