1,750,000 Class X-R Secured Floating Rate Notes due 2030 (Reg S: XS ; Rule 144A: US89109MAA27)

Transcription

1 Execution version TORO EUROPEAN CLO 4 DESIGNATED ACTIVITY COMPANY (formerly known as Toro European CLO 1 Designated Activity Company (formerly known as Toro European CLO 1 Limited (a designated activity company limited by shares, incorporated in Ireland, with registered number , having its registered office at 1-2 Victoria Buildings, Haddington Road, Dublin 4, D04 XN32 Dear Sirs 1,750,000 Class X-R Secured Floating Rate Notes due 2030 (Reg S: XS ; Rule 144A: US89109MAA27 26 April ,000,000 Class A-R Secured Floating Rate Notes due 2030 (IM Voting: Reg S: XS ; Rule 144A: US89109MAB00 (IM Non-Voting: Reg S: XS ; Rule 144A: US89109MAC82 (IM Non-Voting Exchangeable: Reg S: XS ; Rule 144A: US89109MAD65 19,500,000 Class B-1-R Secured Floating Rate Notes due 2030 (IM Voting: Reg S: XS ; Rule 144A: US89109MAH79 (IM Non-Voting: Reg S: XS ; Rule 144A: US89109MAJ36 (IM Non-Voting Exchangeable: Reg S: XS ; Rule 144A: US89109MAK09 13,000,000 Class B-2-R Secured Fixed Rate Notes due 2030 (IM Voting: Reg S: XS ; Rule 144A: US89109MAL81 (IM Non-Voting: Reg S: XS ; Rule 144A: US89109MAM64 (IM Non-Voting Exchangeable: Reg S: XS ; Rule 144A: US89109MAN48 15,000,000 Class B-3-R Secured Floating Rate Notes due 2030 (IM Voting: Reg S: XS ; Rule 144A: US89109MAP95 (IM Non-Voting: Reg S: XS ; Rule 144A: US89109MAQ78 (IM Non-Voting Exchangeable: Reg S: XS ; Rule 144A: US89109MAR51 25,000,000 Class C-R Secured Deferrable Floating Rate Notes due 2030 (IM Voting: Reg S: XS ; Rule 144A: US89109MAS35 (IM Non-Voting: Reg S: XS ; Rule 144A: US89109MAT18 (IM Non-Voting Exchangeable: Reg S: XS ; Rule 144A: US89109MAU80 20,750,000 Class D-R Secured Deferrable Floating Rate Notes due 2030 (IM Voting: Reg S: XS ; Rule 144A: US89109MAV63 (IM Non-Voting: Reg S: XS ; Rule 144A: US89109MAW47 (IM Non-Voting Exchangeable: Reg S: XS ; Rule 144A: US89109MAX20 26,500,000 Class E-R Secured Deferrable Floating Rate Notes due 2030 (Reg S: XS ; Rule 144A: US89109MAY03 10,500,000 Class F-R Secured Deferrable Floating Rate Notes due 2030 (Reg S: XS ; Rule 144A: US89109MAZ EU_BUSINESS - 1 -

2 33,000,000 Class S-1 Subordinated Notes due 2030 (Reg S: XS ; Rule 144A: US89109LAG14 5,300,000 Class S-2 Subordinated Notes due 2030 (Reg S: XS ; Rule 144A: US89109MAE49 (the Notes NOTICE OF MODIFICATION TO THE INVESTMENT MANAGEMENT AGREEMENT (the Notice of Modification We refer to: (a the trust deed dated 12 September 2014 constituting the Notes and made between, amongst others, ourselves, U.S. Bank Trustees Limited (the Trustee and Chenavari Credit Partners LLP (the Investment Manager (including the conditions of the Notes set out in Schedule 3 (Terms and Conditions of the Notes thereto, as supplemented by the supplemental trust deed dated 17 July 2017 (together, the Trust Deed. Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Trust Deed; and (b the investment management agreement dated 28 September 2016 between, amongst others, the Trustee and the Investment Manager, as amended, modified and supplemented from time to time, including by a deed of amendment and restatement of the investment management agreement dated 17 July 2017 and by a deed of amendment dated 16 March 2018 (together, the Investment Management Agreement ; and (c a deed of amendment in relation to the Investment Management Agreement dated 26 April 2018, the execution version of which is attached as Schedule hereto (the Deed of Amendment Capitalised terms used but not otherwise defined in this Notice of Modification shall have the meaning given thereto in the Trust Deed We hereby give you notice that paragraph (d of the definition of Fitch Recovery Rate set forth in Schedule 5 (Collateral Quality Tests to the Investment Management Agreement has been deleted in its entirety and replaced by new paragraph (d set out in the Schedule to the Deed of Amendment attached as Schedule hereto (the Modification. The Modification has been made in accordance with clauses 27.2(r and 27.2(s (Modification of the Trust Deed and Conditions 14(c(xvii and (xviii (Modification and Waiver EU_BUSINESS - 2 -

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4 SCHEDULE DEED OF AMENDMENT IN RELATION TO INVESTMENT MANAGEMENT AGREEMENT EU_BUSINESS

5 Execution version AMENDMENT DEED APRIL 2018 Between TORO EUROPEAN CLO 4 DESIGNATED ACTIVITY COMPANY as Issuer and U.S. BANK TRUSTEES LIMITED as Trustee and ELAVON FINANCIAL SERVICES DESIGNATED ACTIVITY COMPANY as Collateral Administrator and Custodian and CHENAVARI CREDIT PARTNERS LLP as Investment Manager in relation to an INVESTMENT MANAGEMENT AGREEMENT DATED 28 SEPTEMBER 2016 as amended and restated on 17 July 2017 PERS_KH-GUPTAVA ICM:

6 Execution version CONTENTS Clause Page 1. Definitions and Interpretation Modification of the Investment Management Agreement Certification Notices Status of Document Entire Agreement Trustee Miscellaneous... 3 Schedule Fitch Recovery Rate 5 Signatories... 6 PERS_KH-GUPTAVA ICM:

7 THIS AMENDMENT DEED (the Deed is made on April BETWEEN: (1 TORO EUROPEAN CLO 4 DESIGNATED ACTIVITY COMPANY (formerly known as Toro European CLO 1 Designated Activity Company (formerly known as Toro European CLO 1 Limited, a designated activity company limited by shares incorporated under the laws of Ireland with registered number and having its registered office at 1-2 Victoria Buildings, Haddington Road, Dublin 4, D04 XN32 (the Issuer ; (2 U.S. BANK TRUSTEES LIMITED, a limited liability company incorporated under the laws of England and Wales acting through its office at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees for the Noteholders and security trustee for the Secured Parties which term shall include the permitted successors and assigns thereof; (3 CHENAVARI CREDIT PARTNERS LLP, a limited liability partnership formed under the laws of England and Wales of 80 Victoria Street, London, SW1E 5JL, United Kingdom (which expression shall include the permitted successors and assignees appointed under the investment management agreement, the Investment Manager ; and (4 ELAVON FINANCIAL SERVICES DESIGNATED ACTIVITY COMPANY, a designated activity company registered in Ireland with the Companies Registration Office, registered number , with its registered office at Building 8, Cherrywood Business Park, Loughlinstown, Dublin 18, Ireland, D18 W319, acting through its UK Branch from its establishment at 125 Old Broad Street, Fifth Floor, London EC2N 1AR (registered with the Registrar of Companies for England and Wales under Registration No. BR under the trade name U.S. Bank Global Corporate Trust Services (the Collateral Administrator and Custodian in each case which expression shall include any permitted successors and assignees thereof, together the Parties and each a Party. RECITALS (A (B The Parties hereto entered into an investment management agreement dated 12 September 2014, as amended, modified and supplemented from time to time, including by a deed of amendment and restatement dated 17 July 2017 and an amendment deed dated 16 March 2018 (together, the Investment Management Agreement. In accordance with Clauses 27.2(r and 27.2 (s (Modification of the Trust Deed (as defined below and Conditions 14(c(xvii and (xviii (Modification and Waiver, the Issuer and the Investment Manager (acting on behalf of the Issuer may (i modify, amend or replace any components of the Moody s Test Matrix or the Fitch Tests Matrix (subject to receipt of written confirmation from the relevant Rating Agency that such modification or amendment is consistent with the criteria of such Rating Agency, which confirmation may be by , provided that any such modifications or amendments required to be made in order to reflect changes in the methodology applied by the Rating Agencies and expressly required for such purpose by each applicable Rating Agency shall not require any confirmation and/or (ii evidence any waiver of or modification to the rating methodology by any Rating Agency or as any requirement or condition of such Rating Agency set out in the Transaction Documents, and the Trustee shall (without the consent of the Noteholders or any Secured Party and the consent of the other parties to the Investment Management Agreement consent to any such amendment or modification. 1

8 (C (D The Issuer and the Trustee have received written confirmation from Fitch that the modifications to be effected by this Deed are consistent with Fitch s criteria. The Parties hereto wish to modify the terms of the Investment Management Agreement on the terms set out in this Deed. THE PARTIES AGREE as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions Capitalised terms used but not defined in this Deed shall have the meaning given thereto in the Investment Management Agreement or the trust deed relating to the Notes dated 12 September 2014 between, among others, the Issuer and the Trustee, as amended and supplemented from time to time including by a supplemental trust deed dated 17 July 2017 (the Trust Deed. 1.2 Construction The provisions of Clauses 1.1(b to (g (inclusive of the Investment Management Agreement shall apply, mutatis mutandis, to this Deed as if they were set out herein, and references to "this Agreement" were replaced by references to "this Deed". 2. MODIFICATION OF THE INVESTMENT MANAGEMENT AGREEMENT With effect from (and including the date of this Deed, the modification to the Investment Management Agreement specified below shall be and shall be deemed to be effective (the Modification : Paragraph (d of the definition of Fitch Recovery Rate set forth in Schedule 5 (Collateral Quality Tests to the Investment Management Agreement is hereby deleted in its entirety and replaced by new paragraph (d set out in the Schedule (Amended Paragraph (d of "Fitch Recovery Rate" to this Deed. 3. CERTIFICATION In respect of the Modification, the Issuer certifies to the Trustee that: (a (b (c The Modification specified in Clause 2 (Modification of the Investment Management Agreement of this Deed, such Modification reflects modifications to the rating methodology set by Fitch and, as a result, is required pursuant to each of Clauses 27.2(r and 27.2(s (Modification of the Trust Deed and Conditions 14(c(xvii and (xviii (Modification and Waiver; and the Issuer has notified the Hedge Counterparty of the Modification and has obtained the consent of the Hedge Counterparty to such Modification; and the Modification will not, in the reasonable judgement of the Issuer (having consulted with legal counsel experienced in such matters, (i result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income; (ii result in the Issuer being treated as engaged in a trade or business within the United States for U.S. federal income tax purposes; or 2

9 4. NOTICES (iii have a material adverse effect on the tax treatment of the Issuer or the tax consequences to the Noteholders, as described in the Trust Deed under the heading Certain Tax Consideration Certain U.S. Federal Income Tax Considerations. In accordance with Clause 27.2 (Modification of the Trust Deed and Condition 14 (Modification and Waiver, the Issuer shall procure that the Modification shall be notified to: (a (b (c the Noteholders in accordance with Condition 16 (Notices; each Rating Agency; and the Irish Stock Exchange (trading as Euronext Dublin, in each case as soon as reasonably practicable following the date hereof. 5. STATUS OF DOCUMENT This Deed shall be supplemental to the Investment Management Agreement and except as modified by the terms of this Deed, the Investment Management Agreement shall remain in full force and effect, and any references to the Investment Management Agreement or to any provision thereof shall be construed as a reference to the Investment Management Agreement or to that provision as amended and supplemented by this Deed. 6. ENTIRE AGREEMENT 6.1 Each of the Parties acknowledges and agrees with the other Parties that this Deed, together with the Investment Management Agreement, constitutes the entire agreement and understanding among the Parties with respect to the subject matter of the Investment Management Agreement as amended and supplemented hereby. 6.2 If any of the provisions of this Deed are inconsistent with or in conflict with any of the provisions of the Investment Management Agreement then, to the extent of any such inconsistency or conflict, the Parties agree that the provisions of this Deed shall prevail as between the Parties. 7. TRUSTEE 7.1 Each party to this Deed, other than the Trustee, agrees that (a by entering into this Deed the Trustee does not incur any additional obligation or liability other than as expressly set out herein and (b the entry into this Deed is without prejudice to any indemnity which the Trustee may have, whether under the Transaction Documents, at law or otherwise. 7.2 Each party to this Deed (other than the Trustee hereby discharges, indemnifies and exonerates the Trustee from any liability in respect of any act or omission for which it may become liable as a result of consenting to, agreeing and approving the actions carried out to give effect to the transactions contemplated by this Deed. 8. MISCELLANEOUS 8.1 If any provision of this Deed is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way. 3

10 8.2 The provisions of clauses 22 (Notices, 24 (Limited Recourse and Non-Petition, 26 (Governing Law, 27 (Jurisdiction, 28 (Counterparts and 29 (Contracts (Rights of Third Parties Act 1999 of the Investment Management Agreement shall apply, mutatis mutandis, to this Deed as if they were set out herein and references to "this Agreement" were replaced by references to "this Deed". IN WITNESS whereof this Deed has been duly executed and delivered on the date first above written. 4

11 SCHEDULE AMENDED PARAGRAPH (D OF FITCH RECOVERY RATES (d if such Collateral Debt Obligation has no public Fitch recovery rating, no recovery rating is assigned by Fitch in the context of provision by Fitch of a credit opinion to the Investment Manager, is not a Corporate Rescue Loan and has no public S&P recovery rating, the recovery rate determined in accordance with the table below, where the Collateral Debt Obligation shall be categorised as Strong Recovery if it is a Secured Senior Loan, Moderate Recovery if it is an Unsecured Obligation and otherwise Weak Recovery, and shall fall into the country group corresponding to the country in which the Obligor is domiciled: Group 1 Group 2 Group 3 Strong Recovery Moderate Recovery Weak Recovery The country group of a Collateral Debt Obligation shall be determined, by reference to the country where the Obligor thereof is Domiciled, in accordance with the below: Group 1: Australia, Bermuda, Canada, Cayman Islands, New Zealand, Puerto Rico, United States. 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. 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. 5

12 SIGNATORIES Issuer SIGNED and DELIVERED as a DEED by a duly authorised attorney of TORO EUROPEAN CLO 4 DESIGNATED ACTIVITY COMPANY by: in the presence of: Witness Name: Signature: Address: 6

13 Trustee SIGNED and DELIVERED as a DEED by U.S. BANK TRUSTEES LIMITED, acting by two duly authorised signatories Authorised Signatory Authorised Signatory 7

14 Collateral Administrator and Custodian SIGNED and DELIVERED as a DEED by ELAVON FINANCIAL SERVICES DESIGNATED ACTIVITY COMPANY, acting by two duly authorised signatories Authorised Signatory Authorised Signatory 8

15 Investment Manager SIGNED and DELIVERED as a DEED by CHENAVARI CREDIT PARTNERS LLP, acting by a duly authorised signatory By: Name: Title: In the presence of: By: Name: Title: Witness name: 9