COVENANT CREDIT PARTNERS CLO III, LTD. COVENANT CREDIT PARTNERS CLO III, LLC NOTICE OF EXECUTED FIRST SUPPLEMENTAL INDENTURE

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1 COVENANT CREDIT PARTNERS CLO III, LTD. COVENANT CREDIT PARTNERS CLO III, LLC NOTICE OF EXECUTED FIRST SUPPLEMENTAL INDENTURE 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. November 3, 2017 To: The Holders described as: Class Class A Class B Class C-1 Class C-2 Class D Class E Class F Subordinated Rule 144A CUSIP * Rule 144A ISIN* Reg. S CUSIP* Reg. S. Common Code* Reg. S. ISIN* 22284HAA1 US22284HAA14 G2482BAA USG2482BAA HAC7 US22284HAC79 G2482BAB USG2482BAB HAE3 US22284HAE36 G2482BAC USG2482BAC HAJ2 US22284HAJ23 G2482BAE USG2482BAE HAG8 US22284HAG83 G2482BAD USG2482BAD JAA7 US22284JAA79 G24825AA USG24825AA JAC3 US22284JAC36 G24825AB USG24825AB JAE9 US22284JAE91 G24825AC USG24825AC84 Class Accredited Investor CUSIP* Accredited Investor ISIN* Subordinated 22284JAF6 US22284JAF66 * No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

2 To: Those Additional Parties Listed on Schedule I hereto Reference is hereby made to that certain Indenture dated as of September 8, 2017 (as supplemented, amended or modified from time to time, the Indenture ), among COVENANT CREDIT PARTNERS CLO III, LTD., as issuer (the Issuer ), COVENANT CREDIT PARTNERS CLO III, 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 ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. In accordance with Section 8.1 of the Indenture, the Trustee hereby provides notice of the execution of the First Supplemental Indenture, dated as of November 3, 2017 (the Supplemental Indenture ) among the Co-Issuers and the Trustee. A copy of the Supplemental Indenture is attached hereto as Exhibit A. Should you have any questions, please contact Lauren Shelton at (704) or at lauren.shelton@usbank.com. U.S. BANK NATIONAL ASSOCIATION, as Trustee 2

3 Exhibit A Supplemental Indenture

4 EXECUTION VERSION This FIRST SUPPLEMENTAL INDENTURE dated as of November 3, 2017 (this Supplemental Indenture ) to the Indenture dated as of September 8, 2017 (the Indenture ) is entered into among COVENANT CREDIT PARTNERS CLO III, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), COVENANT CREDIT PARTNERS CLO III, 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, a national banking association, as trustee (herein, together with its permitted successors in the trusts hereunder, the Trustee ). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. WHEREAS, pursuant to Section 8.1(ix) of the Indenture, the Trustee and the Co-Issuers may enter into one or more indentures supplemental to the Indenture without the consent of Holders of the to correct any inconsistency or cure any ambiguity, omission or errors or to conform the provisions of the Indenture to the Offering Circular in accordance with the requirements of Article VIII of the Indenture, subject to certain other conditions as set forth in the Indenture; and WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this Supplemental Indenture. NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows: 1. Amendment. Effective as of the date hereof, the definition of Monthly Report Determination Date set forth in Section 10.6(a) of the Indenture shall be amended by deleting 3rd Business Day and inserting 7th Business Day in lieu thereof. 2. Indenture Otherwise Unchanged. Except as herein provided, 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, each as amended hereby, respectively, 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. 3. Conditions Precedent. This Supplemental Indenture shall become effective as of the date first above written subject to the satisfaction of the conditions precedent stated in the Indenture. 4. Execution, Delivery and Validity. The Co-Issuers represent and warrant to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Co-Issuers and constitutes their legal, valid and binding obligations, enforceable against the Co- Issuers in accordance with its terms. 4. Direction by Issuer; Acceptance by Trustee. The Co-Issuers hereby direct the Trustee to enter into this Supplemental Indenture and the Trustee hereby accepts the amendments to the Indenture as set forth in this Supplemental Indenture and agrees to perform the duties of the Trustee upon the terms and conditions set forth herein and in the Indenture. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be USActive

5 taken as the statements of the Co-Issuers. 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. 5. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as of the date first above written. 6. 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 or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. 7. Non-Petition; Limited Recourse. The parties hereto agree to the provisions set forth in Sections 2.8(i) and 5.4(d) of the Indenture, and such provisions are incorporated in this Supplemental Indenture, mutatis mutandis. 8. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS SUPPLEMENTAL INDENTURE AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS SUPPLEMENTAL INDENTURE (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. With respect to any suit, action or proceedings relating to this Supplemental Indenture or any matter between the parties arising under or in connection with this Supplemental Indenture ( Proceedings ), each party irrevocably: (i) submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from any thereof; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Supplemental Indenture precludes any of the parties from bringing Proceedings in any other jurisdiction, nor shall the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. [Signature page follows] 2

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9 SCHEDULE I Additional Addressees Issuer: Covenant Credit Partners CLO III, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman KY Cayman Islands Attention: The Directors Phone: +1 (345) Facsimile: +1 (345) cayman@maplesfs.com Co-Issuer: Covenant Credit Partners CLO III, LLC c/o Maples Fiduciary Services (Delaware) Inc Kennett Pike, Suite 302 Wilmington, Delaware Phone: +1 (302) scott.huff@maplesfs.com Irish Stock Exchange: Electronic copy to be uploaded to the Irish Stock Exchange website via DTC, Euroclear and Clearstream (as applicable): lensnotices@dtcc.com consentannouncements@dtcc.com voluntaryreorgannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com 17g5: Covenant.CLO3.17g5@usbank.com SK v2 Investment Manager: Covenant CLO Advisors, LLC 121 W. Trade Street, Suite 1800 Charlotte, North Carolina Attention: Marc Boatwright Phone: +1 (704) mboatwright@covcredit.com Rating Agencies: Fitch Ratings, Inc. 33 Whitehall Street New York, New York cdo.surveillance@fitchratings.com Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Attention: CBO/CLO Monitoring Fax: cdomonitoring@moodys.com