CITIBANK, N.A. OHA CREDIT PARTNERS VII, LTD. OHA CREDIT PARTNERS VII, INC. NOTICE OF EXECUTED THIRD SUPPLEMENTAL INDENTURE

Transcription

1 CITIBANK, N.A. OHA CREDIT PARTNERS VII, LTD. OHA CREDIT PARTNERS VII, INC. NOTICE OF EXECUTED THIRD 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. Notice Date: July 30, 2018 Notice Record Date: July 30, 2018 To: The Holders of the Notes described as: Rule 144A Global Notes Regulation S Global Notes CUSIP ISIN Common Code CUSIP (CINS) ISIN Class A-R Notes QAH1 US67102QAH G67207AH6 USG67207AH60 Class B-1-R Notes QAK4 US67102QAK G67207AJ2 USG67207AJ27 Class B-2-R Notes Q AM0 US67102QAM G67207 AK9 USG67207AK99 Class C-R Notes QAP3 US67102QAP G67207AL7 USG67207AL72 Class D-R Notes QAR9 US67102QAR G67207AM5 USG67207AM55 Class E-R Notes UAD1 US67102UAD G67204AC4 USG67204AC43 The Holders of the Subordinated Notes described as: CUSIP ISIN * Common Codes * Subordinated (144A) 67102U AB5 US67102UAB52 N/A Subordinated (Reg S) G67204 AB6 USG67204AB Subordinated (AI) 67102U AC3 US67102UAC36 N/A and No representation is made as to the correctness or accuracy of the CUSIP, ISIN numbers or Common Codes either as printed on the Notes or the Subordinated Notes, as applicable, or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

2 The Additional Parties Listed on Schedule I hereto Reference is hereby made to the Indenture dated as of November 8, 2012 (as amended, modified or supplemented from time to time, the Indenture ) among OHA CREDIT PARTNERS VII, LTD., as Issuer (the Issuer ), OHA CREDIT PARTNERS VII, INC., as Co- Issuer (the Co-Issuer and together with the Issuer, the Co-Issuers ), and CITIBANK, N.A., as Trustee (the Trustee ). Capitalized terms used, and not otherwise defined, herein shall have the meanings assigned to such terms in the Indenture. Pursuant to Section 8.3(e) of the Indenture, attached as Exhibit A is the executed Third Supplemental Indenture. This Notice shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein. CITIBANK, N.A., as Trustee

3 SCHEDULE 1 Additional Parties Issuer: Co-Issuer: Portfolio Manager: OHA Credit Partners VII, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, Cayman Islands Attention: The Directors OHA Credit Partners VII, Inc. c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: Donald J. Puglisi dpuglisi@puglisiassoc.com Oak Hill Advisors, L.P Avenue of the Americas New York, New York Attention: Gregg Rubin Facsimile no.: , GRubin@ohpny.com Collateral Administrator: Rating Agencies: Virtus Group, LP 1301 Fannin Street, 17th Floor Houston, Texas Re: OHA Credit Partners VII, Ltd. Fax: (866) Moody s Investors Service, Inc. 7 World Trade Center at 250 Greenwich Street New York, New York, Attention: CBO/CLO Monitoring cdomonitoring@moodys.com Standard & Poor s 55 Water Street, 41st Floor New York, New York Facsimile no.: (212) Attention: Structured Credit Surveillance CDO_Surveillance@sandp.com Irish Listing Agent: Maples and Calder 75 St. Stephen s Green Dublin 2 Ireland dublindebtlisting@maplesandcalder.com

4 EXHIBIT A Third Supplemental Indenture

5 EXECUTION THIRD SUPPLEMENTAL INDENTURE dated as of July 30, 2018 among OHA CREDIT PARTNERS VII, LTD. as Issuer and OHA CREDIT PARTNERS VII, INC. as Co-Issuer and CITIBANK, N.A. as Trustee to the Indenture, dated as of November 8, 2012, among the Issuer, the Co-Issuer and the Trustee

6 THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 30, 2018 (this "Supplemental Indenture"), among OHA CREDIT PARTNERS VII, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Issuer (the "Issuer"), OHA CREDIT PARTNERS VII, INC., a Delaware corporation (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") and CITIBANK, N.A., as trustee (the "Trustee"), is entered into pursuant to the terms of the Indenture, dated as of November 8, 2012, 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, the Co-Issuers wish to amend the Indenture to conform Schedule 9 to the Indenture, titled Rate and Default Rate Tables, to conform to applicable ratings criteria; WHEREAS, pursuant to Section 8.1(xviii)(iii) of the Indenture, the Trustee and the Co- Issuers may, without the consent of the Holders of any Notes or any Hedge Counterparty, when authorized by Resolutions, execute one or more supplemental indentures to modify any defined term in the Indenture or any schedule thereto that begins with or includes the word "Moody's" or "" solely to conform to applicable ratings criteria; subject to the satisfaction of certain conditions set forth in the Indenture; and WHEREAS, the conditions set forth in the Indenture for entry into a supplemental indenture pursuant to Section 8.1(xviii)(iii) of the Indenture have been satisfied. 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. Amendments to the Indenture. Effective as of the date hereof, the Indenture shall be amended as follows: (a) Table 1 of Schedule 9 to the Indenture is amended and restated in its entirety as follows: Assigned Rating Indicator TABLE 1: RECOVERY RATES FOR COLLATERAL OBLIGATIONS WITH ASSET SPECIFIC RECOVERY RATINGS* "AAA" (%) "AA" (%) "A" (%) "BBB" (%) "BB" (%) "B" (%) "CCC" (%) % 75% 85% 88% 90% 92% 95% 95% 1 95% 70% 80% 84% 87.5% 91% 95% 95% 1 90% 65% 75% 80% 85% 90% 95% 95% 2 85% 62.5% 72.5% 77.5% 83% 88% 92% 92% 2 80% 60% 70% 75% 81% 86% 89% 89%

7 2 75% 55% 65% 70.5% 77% 82.5% 84% 84% 2 70% 50% 60% 66% 73% 79% 79% 79% 3 65% 45% 55% 61% 68% 73% 74% 74% 3 60% 40% 50% 56% 63% 67% 69% 69% 3 55% 35% 45% 51% 58% 63% 64% 64% 3 50% 30% 40% 46% 53% 59% 59% 59% 4 45% 28.5% 37.5% 44% 49.5% 53.5% 54% 54% 4 40% 27% 35% 42% 46% 48% 49% 49% 4 35% 23.5% 30.5% 37.5% 42.5% 43.5% 44% 44% 4 30% 20% 26% 33% 39% 39% 39% 39% 5 25% 17.5% 23% 28.5% 32.5% 33.5% 34% 34% 5 20% 15% 20% 24% 26% 28% 29% 29% 5 15% 10% 15% 19.5% 22.5% 23.5% 24% 24% 5 10% 5% 10% 15% 19% 19% 19% 19% 6 5% 3.5% 7% 10.5% 13.5% 14% 14% 14% 6 -% 2% 4% 6% 8% 9% 9% 9% * The Rate shall be the applicable rate set forth above based on the Initial Rating of the Highest Ranking Class at the time of determination. ** From 's published reports. If a recovery range is not available for a given loan with a recovery rating of "1" through "6," the lower range for the applicable recovery rating should be assumed. (b) Table 4 of Schedule 9 is amended by amending and restating the lists of Group 1, Group 2 and Group 3 countries in their entirety as follows: Group 1: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Japan, Luxembourg, The Netherlands, Norway, Poland, Portugal, Singapore, Spain, Sweden, Switzerland, U.K., U.S. ***** Group 2: Brazil, Czech Republic, Dubai International Finance Centre, Greece, Italy, Mexico, South Africa, Turkey, United Arab Emirates. ***** Group 3: India, Indonesia, Kazakhstan, Romania, Russia, Ukraine, Vietnam, and others. ***** SECTION 2. Governing Law. 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 THE SUPPLEMENTAL INDENTURE (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. 2

8 SECTION 3. 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 or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. SECTION 4. 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. 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 5. 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. SECTION 6. 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 7. 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 8. Direction to the Trustee. The Co-Issuers hereby direct the Trustee to execute this Supplemental Indenture and acknowledge and agree that the Trustee will be fully protected in relying upon the foregoing direction. 3

9

10 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture as of the date first written above. OHA CREDIT PARTNERS VII, LTD., as Issuer By: Name: Title: OHA CREDIT PARTNERS VII, INC. as Co-Issuer By:~ Nam~nalJ.Puglisi Title: President CITIBANK, N.A., not in its individual capacity but solely as Trustee By: Name: Title: OHA Credit Partners VII

11

12