ALM XIV, LTD. ALM XIV, LLC NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE Date of Notice: April 7, 2017 Record Date: April 13, 2017 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT OFFERED SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE OFFERED SECURITIES IN A TIMELY MANNER. To: The Holders of the Offered Securities as described on the attached Schedule B and to those Additional Parties listed on Schedule A hereto: Reference is hereby made to that certain (a) Indenture dated as of July 15, 2014 (as supplemented, amended or modified from time to time, the Indenture ), among ALM XIV, LTD., as Issuer (the Issuer ), ALM XIV, LLC, as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co-Issuers ) and U.S. Bank National Association, as Trustee (the Trustee ), and (b) Fiscal Agency Agreement dated as of July 15, 2014 (the Fiscal Agency Agreement ), among the Issuer, Estera Trust (Cayman) Limited (formerly Appleby Trust (Cayman) Ltd.), as Share Registrar (the Share Registrar ), and U.S. Bank National Association, as Fiscal Agent (the Fiscal Agent ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Fiscal Agency Agreement, as applicable. Pursuant to Section 8.3(c) of the Indenture, on behalf of and at the cost of the Co-Issuers, the Trustee and the Fiscal Agent hereby deliver this notice of a proposed first supplemental indenture substantially in the form attached hereto as Exhibit A (the First Supplemental Indenture ) to the Collateral Manager, the Collateral Administrator, the Fiscal Agent, the Holders, and the Rating Agencies. The Trustee and the Fiscal Agent have been informed that the Co-Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture necessary to issue replacement securities in connection with a redemption by Refinancing of certain Classes of Secured Notes pursuant to Section 9.2 of the Indenture as set forth in the First Supplemental Indenture. THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS IN RESPECT OF THE FIRST SUPPLEMENTAL INDENTURE, ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OR SUFFICIENCY OF THE FIRST SUPPLEMENTAL INDENTURE, AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO
THE FIRST SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR. This Notice is being sent to Holders of Notes by U.S. Bank National Association in its capacity as Trustee at the request of the Issuer. Questions may be directed to the Trustee by contacting Gayle Filomia at telephone (617) 603-6499 or by e-mail at gayle.filomia@usbank.com. The CUSIP, ISIN and Common Code numbers appearing in this notice are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the CUSIP, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP, ISIN or Common Code numbers printed on the Offered Securities or as indicated in this notice. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat the person in whose name an Offered Security is registered on the registration books maintained by the Trustee as a Holder. U.S. BANK NATIONAL ASSOCIATION, as Trustee and Fiscal Agent
SCHEDULE A Additional Parties Issuer: ALM XIV, Ltd. c/o Estera Trust (Cayman) Limited (formerly Appleby Trust (Cayman) Ltd.) Clifton House, 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands Attention: The Directors Telephone no.: +1 (345) 640-0540 Co-Issuer: ALM XIV, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi Collateral Manager: Apollo Credit Management (CLO), LLC 9 West 57th Street New York, New York 10019 Telephone no.: (917) 472-3972 Facsimile no.: (646) 607-3616 Attention: Bret Leas, Belal Sabki, and Albert Huntington With a copy to: Telecopier no.: (646) 417-6605 Attention: Joseph Glatt Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: CBO/CLO Monitoring E-mail: cdomonitoring@moodys.com Facsimile no.: (212) 553-0355 Fitch Ratings, Inc. 33 Whitehall Street New York, New York 10004 Email: cdo.surveillance@fitchratings.com Irish Stock Exchange: The Irish Stock Exchange plc Companies Announcements Office Via e-mail to: announcements@ise.ie 28 Anglesea Street Dublin 2, Ireland McCann FitzGerald Listing Services Limited Riverside One, Sir John Rogerson's Quay Dublin 2, Ireland Facsimile No.: (353) 829-0010 Email: Tony.Spratt@McCannFitzgerald.ie Information Agent Email Address: ALM.XIV@usbank.com Collateral Administrator and Fiscal Agent: U.S. Bank National Association One Federal Street, Third Floor Boston, Massachusetts 02110 Attention: Gayle Filomia (ALM XIV, Ltd.) Email: gayle.filomia@usbank.com Facsimile no.: (866) 350-3047
Schedule B 1 Rule 144A Regulation S CUSIP ISIN Common Code CUSIP ISIN Common Code Class A-1 Notes 00164KAA5 US00164KAA51 104279015 G0223GAA6 USG0223GAA60 104279074 Class A-2 Notes 00164KAC1 US00164KAC18 104279031 G0223GAB4 USG0223GAB44 104279082 Class B Notes 00164KAE7 US00164KAE73 104279058 G0223GAC2 USG0223GAC27 104279112 Class C Notes 00164KAG2 US00164KAG22 104279066 G0223GAD0 USG0223GAD00 104279139 Class D Notes 00164LAA3 US00164LAA35 104279155 G02232AA7 USG02232AA71 104279104 Preferred Shares 00164L204 US00164L2043 N/A G02232109 KYG022321098 104279147 Accredited Investor CUSIP ISIN Class A-1 Notes Class A-2 Notes Class B Notes Class C Notes Class D Notes 00164KAB3 US00164KAB35 00164KAD9 US00164KAD90 00164KAF4 US00164KAF49 00164KAH0 US00164KAH05 00164LAB1 US00164LAB18 Preferred Shares 00164L303 US00164L3033 1 No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.
EXHIBIT A PROPOSED FIRST SUPPLEMENTAL INDENTURE
Subject to completion and amendment, draft dated April 7, 2017 FIRST SUPPLEMENTAL INDENTURE dated as of April 28, 2017 among ALM XIV, LTD., as Issuer ALM XIV, LLC, as Co-Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee to the Indenture, dated as of July 15, 2014, among the Issuer, the Co-Issuer and the Trustee
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 28, 2017 (this "Supplemental Indenture"), among ALM XIV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Issuer (the "Issuer"), ALM XIV, LLC, a limited liability company formed under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") and U.S. Bank National Association, as trustee (the "Trustee"), is entered into pursuant to the terms of the Indenture, dated as of July 15, 2014, among the Issuer, the Co-Issuer and the Trustee (as amended, modified or supplemented from time to time, the "Indenture"). Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture. PRELIMINARY STATEMENT WHEREAS, pursuant to Section 8.1(xii)(C) of the Indenture, without the consent of the Holders or beneficial owners of any Notes, but with the consent of the Collateral Manager and a Majority of the Preferred Shares, the Co-Issuers, when authorized by Board Resolutions, at any time and from time to time subject to the requirements of Section 8.3 of the Indenture, may enter into one or more supplemental indentures in form satisfactory to the Trustee for the purpose of issuing replacement securities in connection with a Refinancing; WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture necessary to issue replacement securities in connection with a redemption by Refinancing of certain Classes of Secured Notes pursuant to Section 9.2 of the Indenture through issuance on the date of this Supplemental Indenture of the classes of securities set forth in Section 1(a) below; WHEREAS, all of the Outstanding Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes issued on July 15, 2014 are being redeemed simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; WHEREAS, the Class D Notes and the Preferred Shares shall remain Outstanding following the Refinancing; WHEREAS, pursuant to (i) Section 9.2 of the Indenture, the Collateral Manager has directed the Issuer to cause the redemption of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes from Refinancing Proceeds and (ii) Section 9.2(c) of the Indenture, the Collateral Manager and at least a Majority of the Preferred Shares have consented to the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof and the conditions thereto set forth in Section 9.2 of the Indenture have been satisfied; WHEREAS, pursuant to Section 9.2(f) of the Indenture, the Collateral Manager has certified that the Refinancing and the terms of this Supplemental Indenture will meet the requirements specified in Section 9.2(e) of the Indenture, including the delivery of notice to Moody's and Fitch, and the amendments herein are necessary to reflect the terms of the Refinancing and no further consent for such amendments shall be required from the Holders of Offered Securities and, as such, the Co-Issuers and the Trustee will amend the Indenture as provided in this First Supplemental Indenture; WHEREAS, pursuant to Section 8.3(c) of the Indenture, the Trustee has delivered an initial copy of this Supplemental Indenture to the Collateral Manager, the Collateral Administrator, each Hedge Counterparty, the Fiscal Agent, the Noteholders and each Rating Agency not later than 15 Business Days prior to the execution hereof; 1
WHEREAS, the conditions set forth in the Indenture for entry into a supplemental indenture pursuant to Section 8.1(xii)(C) of the Indenture have been satisfied; and WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Refinancing Note (as defined in Section 1(a) below) will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee. NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the Co-Issuers and the Trustee hereby agree as follows: SECTION 1. Terms of the Refinancing Notes and Amendments to the Indenture. (a) The Co-Issuers shall issue replacement securities (referred to herein as the "Refinancing Notes") the proceeds of which shall be used to redeem the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes issued under the Indenture on July 15, 2014 (such Notes, the "Refinanced Notes") which Refinancing Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Refinancing Notes Class Designation Class A-1-R Notes Class A-2-R Notes Class B-R Notes Class C-R Notes Original Principal Amount (1) (U.S.$) $930,000,000 $163,225,000 $83,925,000 $107,500,000 Stated Maturity Payment Date in July 2026 Payment Date in July 2026 Payment Date in July 2026 Payment Date in July 2026 Fixed Rate Note No No No No Interest Rate: Floating Rate Note Yes Yes Yes Yes Index (2) LIBOR LIBOR LIBOR LIBOR Index Maturity (2) 3 month 3 month 3 month 3 month Spread [ ]% [ ]% [ ]% [ ]% Initial Rating(s): Fitch "[AAA(sf)]" N/A N/A N/A Moody's "[Aaa(sf)]" at least "[Aa2(sf)]" at least "[A2(sf)]" at least "[Baa3(sf)]" Interest Deferrable No No Yes Yes Priority Classes None A-1-R A-1-R, A-2-R A-1-R, A-2-R, B-R Pari passu Classes None None None None Junior A-2-R, B-R, C-R, D, B-R, C-R, D, Preferred Classes Preferred Shares Shares C-R, D, Preferred Shares D, Preferred Shares Listed Notes Yes Yes Yes Yes Applicable Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers (1) As of the Refinancing Date. (2) LIBOR shall be calculated by reference to three-month LIBOR, in accordance with the definition of LIBOR set forth in Exhibit C to the Indenture. 2
(b) The issuance date of the Refinancing Notes and the redemption date of the Refinanced Notes shall be April 28, 2017 (the "Refinancing Date"). Payments on the Refinancing Notes issued on the Refinancing Date will be made on each Payment Date, commencing on the Payment Date in July 2017. (c) Effective as of the date hereof, the Indenture shall be amended as follows: 1. The definition of "Class A Notes" is deleted in its entirety and replaced with the following: "Class A Notes": Prior to the Refinancing Date, the Class A-1 Notes and the Class A-2 Notes, collectively and on and after the Refinancing Date, the Class A-1-R Notes and the Class A-2-R Notes, collectively. 2. The definition of "Class A-1 Notes" is deleted in its entirety and replaced with the following: "Class A-1 Notes": Prior to the Refinancing Date, the Class A-1 Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and, on and after the Refinancing Date, the Class A-1-R Notes. 3. The definition of "Class A-2 Notes" is deleted in its entirety and replaced with the following: "Class A-2 Notes": Prior to the Refinancing Date, the Class A-2 Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and, on and after the Refinancing Date, the Class A-2-R Notes. 4. The definition of "Class B Notes" is deleted in its entirety and replaced with the following: "Class B Notes": Prior to the Refinancing Date, the Class B Senior Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and, on and after the Refinancing Date, the Class B-R Notes. 5. The definition of "Class C Notes" is deleted in its entirety and replaced with the following: "Class C Notes": Prior to the Refinancing Date, the Class C Senior Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and, on and after the Refinancing Date, the Class C-R Notes. 6. The definition of "Offering Memorandum" is deleted in its entirety and replaced with the following: "Offering Memorandum": The offering memorandum relating to the offer and sale of the Offered Securities dated July 14, 2014 or, with respect to the Refinancing Notes, the offering memorandum dated April [ ], 2017 relating to the offering of the Refinancing Notes, in each case including any supplements thereto. 3
7. The definition of "Placement Agent" is deleted in its entirety and replaced with the following: "Placement Agent": J.P. Morgan Securities LLC, in its capacity as placement agent under the Placement Agreement and, on and after the Refinancing Date, the term "Placement Agent" shall include Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as Refinancing Initial Purchaser under the Refinancing Purchase Agreement. 8. The definition of "Transaction Document" is deleted in its entirety and replaced with the following: "Transaction Documents": The Indenture, the Securities Account Control Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Placement Agreement, the Fiscal Agency Agreement and the Administration Agreement and, on and after the Refinancing Date, the Refinancing Purchase Agreement. 9. The following new definitions, as set forth below, are added to Section 1.1 of the Indenture in alphabetical order: "Class A-1-R Notes": The Class A-1-R Senior Secured Floating Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3. "Class A-2-R Notes": The Class A-2-R Senior Secured Floating Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3. "Class B-R Notes": The Class B-R Senior Secured Deferrable Floating Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3. "Class C-R Notes": The Class C-R Senior Secured Deferrable Floating Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3. "Refinancing Date": April 28, 2017. "Refinancing Initial Purchaser": Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as Refinancing Initial Purchaser under the Refinancing Purchase Agreement. "Refinancing Notes": The Class A-1-R Notes, the Class A-2-R Notes, the Class B-R Notes and the Class C-R Notes. "Refinancing Purchase Agreement": The Refinancing Purchase Agreement, dated as of April 28, 2017, by and among the Co-Issuers and the Refinancing Initial Purchaser related to the purchase of the Refinancing Notes. "U.S. Risk Retention Rules": The federal interagency credit risk retention rules, codified at 17 C.F.R. Part 246, as amended from time to time. 10. On and after the Refinancing Date, the table in Section 2.3 of the Indenture shall be modified by adding the table set forth in Section 1(a) of this Supplemental Indenture. 11. Section 9.2(c) of the Indenture is amended by inserting the following sentence at the end thereof: 4
"Notwithstanding anything in this Section 9.2 to the contrary, no Class of Refinancing Notes may be subject to a Refinancing, except to the extent that such Refinancing following the Refinancing Date (i) constitutes a Refinancing upon a redemption of the Secured Notes in whole but not in part in accordance with Section 9.2(d) and (ii) either (a) may be consummated without resulting in non-compliance with the U.S. Risk Retention Rules as determined by the Collateral Manager (based on advice of nationally recognized counsel experienced in such matters) or (b) is consummated at a time when the U.S. Risk Retention Rules are no longer effective as determined by the Collateral Manager (based on advice of nationally recognized counsel experienced in such matters)." 12. The first sentence of Section 9.7(a) of the Indenture is amended by deleting "(other than the Class A-1 Notes)" and inserting "(other than the Refinancing Notes)". 13. The last sentence of the first paragraph of Section 9.7(a) is deleted in its entirety and replaced with: "No Class of Refinancing Notes may be subject to a Re-Pricing." 14. Exhibit A-1 to the Indenture is amended by: (A) replacing all references to "Class A-1" with "Class A-1-R"; (B) replacing all references to "Class A-2" with "Class A-2-R"; (C) replacing all references to "Class B" with "Class B-R"; (D) replacing all references to "Class C" with "Class C-R"; (E) deleting "commencing January 2015" and inserting "commencing January 2015 (or, in the case of the Refinancing Notes, July 2017)"; (F) deleting "LIBOR plus [1.430%] [2.100%] [2.950%] [3.450%] [4.850%] " and inserting "LIBOR plus [ %] [ %] [ %] [ %] [4.850%]"; and (G) deleting "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")". SECTION 2. Issuance and Authentication of Refinancing Notes; Cancellation of Refinanced Notes. (a) The Co-Issuers hereby direct the Trustee to deposit in the Principal Collection Subaccount and transfer to the Payment Account the proceeds of the Refinancing Notes received on the Refinancing Date and use such amounts, together with any available amounts on deposit in, or to be deposited into, the Supplemental Reserve Account, to pay the Redemption Prices of the Refinanced Notes and to pay any remaining expenses and other amounts referred to in clause (vii) of Section 9.2(e) of the Indenture, in each case, in accordance with Section 9.2(e) of the Indenture and as separately directed by the Issuer (or the Refinancing Initial Purchaser or the Collateral Manager on its behalf). (b) The Refinancing Notes shall be issued as Rule 144A Global Secured Notes and Regulation S Global Secured Notes. The Refinancing Notes shall be issued substantially in the form attached to the Indenture as Exhibit A-1 to the Indenture and shall be executed by the Co-Issuers and 5
delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following: (i) Officers' Certificate of the Co-Issuers. An Officer's certificate of each of the Co- Issuers (1) evidencing the authorization by Board Resolution of the execution and delivery of this Supplemental Indenture, the Refinancing Purchase Agreement and the execution, authentication and delivery of the Refinancing Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Refinancing Notes to be authenticated and delivered and (2) certifying that (a) the attached copy of such Board Resolution is a true and complete copy thereof, (b) such resolutions have not been rescinded and are in full force and effect on and as of the Refinancing Date and (c) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (ii) Governmental Approvals. From each of the Co-Issuers either (A) a certificate of the Applicable Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel that no other authorization, approval or consent of any governmental body is required for the valid issuance of such Refinancing Notes or (B) an Opinion of Counsel of such Applicable Issuer that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Refinancing Notes except as has been given (provided that the opinions delivered pursuant to clause (iii) below may satisfy the requirement). (iii) U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S. counsel to the Co-Issuers, dated the Refinancing Date. (iv) Cayman Counsel Opinion. An opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Refinancing Date. (v) Trustee Counsel Opinion. An opinion of Nixon Peabody LLP, counsel to the Trustee, dated the Refinancing Date. (vi) Officers' Certificates of Co-Issuers Regarding Indenture. An Officer's certificate of each of the Co-Issuers stating that the Issuer or the Co-Issuer, as applicable, is not in default under the Indenture (as amended by this Supplemental Indenture) and that the issuance of the Refinancing Notes applied for by it will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; that all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of the Refinancing Notes applied for have been complied with; and that all expenses due or accrued with respect to the offering of such Refinancing Notes or relating to actions taken on or in connection with the Refinancing Date have been paid or reserves therefor have been made. (vii) Rating Letters. An Officer's certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter signed by each Rating Agency, as applicable, and confirming that such Rating Agency's rating of the Refinancing Notes is at least equal to the respective ratings set forth in Section 1(a) of this Supplemental Indenture. 6
(c) On the Redemption Date specified above, the Trustee, as custodian of the Global Secured Notes, shall cause all Global Secured Notes representing the Refinanced Notes to be surrendered for transfer and shall cause the Refinanced Notes to be cancelled in accordance with Section 2.9 of the Indenture. SECTION 3. Consent of the Holders of the Refinancing Notes. (a) Each Holder or beneficial owner of a Refinancing Note, by its acquisition thereof on the Refinancing Date, shall be deemed to agree to the Indenture, as amended hereby, set forth in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof. (b) Written consents to the terms of this Supplemental Indenture have been obtained from a Majority of the Preferred Shares. SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE REFINANCING NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS SUPPLEMENTAL INDENTURE AND THE REFINANCING NOTES AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS SUPPLEMENTAL INDENTURE OR THE REFINANCING NOTES (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS. SECTION 5. Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. SECTION 6. Concerning the Trustee. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-Issuers, and the Trustee assumes no responsibility for their correctness. Except as provided in the Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee. SECTION 7. No Other Changes. Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto. 7
SECTION 8. Execution, Delivery and Validity. Each of the Co-Issuers represents and warrants to the Trustee that (i) this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and (ii) the execution of this Supplemental Indenture is authorized or permitted under the Indenture and all conditions precedent thereto have been satisfied. SECTION 9. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. SECTION 10. Direction to the Trustee. The Issuer hereby directs the Trustee to execute this Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction. SECTION 11. Limited Recourse; Non-Petition. The terms of Section 2.7(i) and Section 5.4(d) of the Indenture shall apply to this Supplemental Indenture mutatis mutandis as if fully set forth herein. 8
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture as of the date first written above. EXECUTED as a DEED by ALM XIV, LTD., as Issuer By: Name: Title: ALM XIV, LLC, as Co-Issuer By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title:
AGREED AND CONSENTED TO: APOLLO CREDIT MANAGEMENT (CLO), LLC, as Collateral Manager By: Name: Title: