CVC Cordatus Loan Fund VI Designated Activity Company 32 Molesworth Street Dublin 2 Ireland (the Issuer )

Transcription

1 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE RESIDENT OUTSIDE THE UNITED KINGDOM). THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE TRANSMISSION HEREOF TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY. CVC Cordatus Loan Fund VI Designated Activity Company 32 Molesworth Street Dublin 2 Ireland (the Issuer ) 248,000,000 Class A Senior Secured Floating Rate Notes due 2029 Class A CM Removal and Replacement Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) Class A CM Removal and Replacement Non-Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) Class A CM Removal and Replacement Exchangeable Non- Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) 43,000,000, Class B Senior Secured Floating Rate Notes due 2029 Class B CM Removal and Replacement Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) Class B CM Removal and Replacement Non-Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) Class B CM Removal and Replacement Exchangeable Non- Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) 21,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2029 Class C CM Removal and Replacement Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) Class C CM Removal and Replacement Non-Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) UKACTIVE

2 Class C CM Removal and Replacement Exchangeable Non- Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) 19,500,000 Class D Senior Secured Deferrable Floating Rate Notes due 2029 We refer to: Class D CM Removal and Replacement Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) Class D CM Removal and Replacement Non-Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) Class D CM Removal and Replacement Exchangeable Non- Voting Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) 25,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2029 Class E Notes (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) 54,500,000 Subordinated Notes due 2029 Subordinated (Regulation S ISIN: XS ; Rule 144A ISIN: XS ) (the Notes ) (a) (b) a trust deed (the Trust Deed ) dated 31 March 2016 made between (among others) the Issuer and BNY Mellon Corporate Trustee Services Limited, in its capacity as trustee (the Trustee ) pursuant to which the Notes were issued and secured; and a collateral management agreement (the Collateral Management Agreement ) dated 31 March 2016 made between (among others) the Issuer and CVC Credit Partners Group, in its capacity as collateral manager pursuant to which the Notes were issued and secured; and (c) an amendment deed in relation to the Collateral Management Agreement dated 20 February 2018, an execution version of which is attached hereto (the Amendment Deed ). Any terms used but not defined in this Notice shall have the meaning given thereto in the Collateral Management Agreement. Notice is hereby given in accordance with Condition 14(c) (Modification and Waiver) that (i) the Fitch Test Matrix contained in Schedule 16 (Fitch Test Matrix) to the Collateral Management Agreement and (ii) the Portfolio Profile Test contained in paragraph (e) of Schedule 4 (Portfolio Profile Tests) to the Collateral Management Agreement, have been amended in the manner set out in the Amendment Deed attached hereto, pursuant to Conditions 14(c)(xvi) and (xvii), respectively (Modification and Waiver). UKACTIVE

3

4 EXECUTION VERSION Dated 20 February 2018 CVC CORDATUS LOAN FUND VI DESIGNATED ACTIVITY COMPANY as Issuer CVC CREDIT PARTNERS GROUP LIMITED as Collateral Manager THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH as Collateral Administrator and Information Agent THE BANK OF NEW YORK MELLON, LONDON BRANCH as Custodian and BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as Trustee DEED OF AMENDMENT IN RELATION TO THE COLLATERAL MANAGEMENT AGREEMENT Cadwalader, Wickersham & Taft LLP Dashwood House 69 Old Broad Street London, EC2M 1QS Tel: +44 (0) Fax: +44 (0) UKACTIVE

5 TABLE OF CONTENTS Page 1 DEFINITIONS AND INTERPRETATION AMENDMENT TO THE COLLATERAL MANAGEMENT AGREEMENT REFERENCES TO THE COLLATERAL MANAGEMENT AGREEMENT AS AMENDED NOTIFICATION CERTIFICATION OF THE ISSUER CONTINUING OBLIGATIONS AND NO PREJUDICE INCORPORATION OF PROVISIONS FROM THE COLLATERAL MANAGEMENT AGREEMENT PARTIES...4 SCHEDULE 1 AMENDMENT TO THE COLLATERAL MANAGEMENT AGREEMENT - FITCH TEST MATRIX...10 UKACTIVE

6 THIS DEED OF AMENDMENT (this Deed ) is executed as a deed on 20 February 2018 BETWEEN: (1) CVC CORDATUS LOAN FUND VI DESIGNATED ACTIVITY COMPANY, a designated activity company limited by shares incorporated under the laws of Ireland with company registration number and having its registered office at 32 Molesworth Street, Dublin 2, Ireland (the Issuer ); (2) CVC CREDIT PARTNERS GROUP LIMITED, a limited liability company incorporated in Jersey (registered number 93193) with its registered address at Lime Grove House, Green Street, St Helier, Jersey, JE1 2ST as collateral manager (the Collateral Manager ); (3) THE BANK OF NEW YORK MELLON SA/NV, DUBLIN BRANCH, acting through its office at Riverside II, Sir John Rogerson s Quay, Dublin 2, Ireland as information agent (the Information Agent ) which term shall include the permitted successors or assigns thereof and as collateral administrator (the Collateral Administrator ), which expression includes any successor collateral administrator pursuant to the terms of the Collateral Management Agreement; (4) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED of One Canada Square, London E14 5AL (the Trustee, which expression shall, wherever the context so admits, include all other persons or companies for the time being the trustee or trustees appointed pursuant to the Trust Deed) as trustee for the Noteholders and as security trustee for the Secured Parties; and (5) THE BANK OF NEW YORK MELLON, LONDON BRANCH, acting through its office at One Canada Square, London E14 5AL as custodian (the Custodian ), which expressions shall include any successor custodian appointed pursuant to the terms of the Agency Agreement, collectively referred to as the Parties (or, individually, a Party ). WHEREAS: (A) The Parties hereto entered into a collateral management agreement dated 31 March 2016 (the Collateral Management Agreement ). (B) (C) It is a condition of Condition 14(c) (xvi) that Fitch confirms that the proposed modification to the Fitch Test Matrix is consistent with its criteria. Fitch has provided such confirmation (the Fitch Confirmation ). It is a condition of Condition 14(c)(xvii) (Modification and Waiver) that Rating Agency Confirmation is received prior to any modifications to the Portfolio Profile Tests being made. Fitch and Moody s have provided written confirmation that entry into this Deed will not result in the reduction or withdrawal of any of the ratings currently assigned by it to the Rated Notes. In accordance with Condition 14(c) (Modification and Waiver), the Trustee has requested that the Issuer provide certification that the aforementioned amendments being entered into pursuant to this Deed are being made in accordance with Condition 14(c)(xvi) and Condition 14(c)(xvii), as applicable (Modification and Waiver) (the Issuer Certification ). UKACTIVE

7 (D) (E) (F) Pursuant to Condition 14(c)(xvi) and Condition 14(c)(xvii) (Modification and Waiver) and on the basis of receipt of the Rating Agency Confirmation, the Fitch Confirmation and the Issuer Certification the Trustee has agreed to enter into this Deed and the Parties wish to amend the Collateral Management Agreement in the manner set out in clause 2 (Amendment to the Collateral Management Agreement) below, with effect from the Amendment Effective Date. It is a condition of Condition 14(c)(xvii) (Modification and Waiver) that the approval of the Controlling Class and the Subordinated Noteholders is received prior to any modifications being made. Pursuant to Condition 14(b)(viii) (Ordinary Resolution), a resolution in writing (a Written Resolution ) must be signed by more than 50 per cent. of the aggregate Principal Amount Outstanding of each of the Class A Notes and the Subordinated Notes respectively in order to effect the aforementioned amendments. Such resolutions were passed on 16 February The Issuer confirms that each Hedge Counterparty has been notified of and has consented to the proposed amendments subject to, and in accordance with the Conditions and the Hedge Agreements. NOW THIS DEED WITNESSETH and it is hereby declared as follows: 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Deed: Amendment Effective Date means the date hereof. 1.2 Interpretation In this Deed: (a) (b) (c) capitalised terms used in this Deed and not otherwise defined herein shall have the meanings assigned to them in clause 1 (Definitions and Interpretation) of the Trust Deed; the principles of construction set out in clauses 1.2 (Interpretation) of the Trust Deed will have effect as if set out in this Deed; and the Recitals hereto form part of this Deed and shall have effect as if set out in full in the body of this Deed and any reference to this Deed includes the Recitals hereto. 2 AMENDMENT TO THE COLLATERAL MANAGEMENT AGREEMENT (a) Pursuant to Condition 14(c)(xvi) and Condition 14(c)(xvii) (Modification and Waiver), each of the Parties hereby agrees and acknowledges that with effect from (and including) the Amendment Effective Date: (i) the Fitch Test Matrix contained in Schedule 16 (Fitch Test Matrix) to the Collateral Management Agreement shall be deleted in its entirety UKACTIVE

8 and replaced with Schedule 1 (Amendment to the Collateral Management Agreement Fitch Tests Matrix) hereto; and (ii) the Portfolio Profile Test contained in paragraph (e) of Schedule 4 (Portfolio Profile Tests) to the Collateral Management Agreement shall be amended as follows (underlined and struck-through text is used herein for the purposes of identification of inserted and deleted text respectively): not more than 10 5 per cent. of the Aggregate Collateral Balance shall consist of obligations which are Fixed Rate Obligations. 3 REFERENCES TO THE COLLATERAL MANAGEMENT AGREEMENT AS AMENDED From (and including) the Amendment Effective Date, any references in any Transaction Document (or any document ancillary or supplemental thereto, including, without limitation, any certificate evidencing any Note) to the Collateral Management Agreement or any other similar reference, shall be construed as a reference to the Collateral Management Agreement, as applicable and in each case, as amended hereby. 4 NOTIFICATION In accordance with Condition 14(c) (Modification and Waiver) the Issuer shall notify the Noteholders, Rating Agencies and any Hedge Counterparties of the amendments made pursuant to this Deed, on or as soon as reasonably practicable after the Amendment Effective Date. 5 CERTIFICATION OF THE ISSUER The Issuer hereby certifies to the Trustee that the amendments set out in clause 2 (Amendment to the Collateral Management Agreement) above are required pursuant to Condition 14(c)(xvi) and Condition 14(c)(xvii) (Modification and Waiver), as applicable. 6 CONTINUING OBLIGATIONS AND NO PREJUDICE Each of the Parties hereby agrees and acknowledges that the provisions of the Transaction Documents (including, without limitation, the Collateral Management Agreement), shall continue in full force and effect as amended hereby. 7 INCORPORATION OF PROVISIONS FROM THE COLLATERAL MANAGEMENT AGREEMENT The provisions of clause 34 (Limited Recourse and Non-Petition), clause 35 (Notices), clause 42 (Counterparts), clause 45 (Governing Law and Jurisdiction), and clause 47 (Rights of Third Parties) of the Collateral Management Agreement will have effect as if set out in this Deed. UKACTIVE

9 8 PARTIES The Trustee is entering into this Deed pursuant to Condition 14(c)(xvi) and Condition 14(c)(xvii) (Modification and Waiver) of the Trust Deed and on the basis of receipt of the Rating Agency Confirmation, the Fitch Confirmation, the Written Resolution and the Issuer Certification and each Party (other than the Trustee) acknowledges and agrees that the Trustee shall incur no Liability to any other Party for acting in accordance therewith (including, for the avoidance of doubt, any Liability to any other Party under or as a result of its execution of this Deed). IN WITNESS WHEREOF this Deed has been executed as a deed and is delivered and takes effect on the date first above written. UKACTIVE

10 SIGNATORIES Issuer Given under the Common Seal of and SIGNED and DELIVERED as a deed by ) CVC CORDATUS LOAN FUND VI ) DESIGNATED ACTIVITY COMPANY ) Director Director / Secretary UKACTIVE

11 Collateral Manager SIGNED and DELIVERED as a DEED by ) CVC CREDIT PARTNERS ) GROUP LIMITED ) Authorised Signatory Authorised Signatory UKACTIVE

12 Collateral Administrator and Information Agent SIGNED and DELIVERED as a deed by ) THE BANK OF NEW YORK MELLON ) SA/NV, DUBLIN BRANCH ) acting by its duly authorised Attorney ) Title: Authorised-in-fact Name: In the presence of: Witness Signature UKACTIVE

13 Trustee EXECUTED as a DEED by ) BNY MELLON CORPORATE TRUSTEE ) SERVICES LIMITED ) acting by two of its lawful Attorneys ) Attorney Attorney In the presence of: Witness name: Witness signature: Address: One Canada Square, London E14 5AL UKACTIVE

14 Custodian EXECUTED as a DEED by ) THE BANK OF NEW YORK MELLON, ) LONDON BRANCH ) acting by its duly authorised signatory ) Authorised Signatory UKACTIVE

15 SCHEDULE 1 AMENDMENT TO THE COLLATERAL MANAGEMENT AGREEMENT - FITCH TEST MATRIX WAS/WARF % 80.40% 81.10% 81.80% 82.60% 83.30% 83.80% 84.50% 85.00% 85.60% 2.38% 78.60% 79.50% 80.30% 81.20% 81.90% 82.50% 83.20% 83.80% 84.30% 2.58% 74.80% 75.90% 76.90% 78.10% 79.10% 79.90% 80.70% 81.40% 82.00% 2.78% 71.60% 72.90% 73.90% 75.40% 76.40% 77.40% 78.60% 79.60% 80.40% 2.98% 68.60% 69.80% 71.10% 72.70% 74.20% 75.30% 76.60% 77.70% 78.60% 3.18% 65.80% 67.00% 68.20% 69.70% 71.30% 72.60% 74.20% 75.50% 76.50% 3.38% 62.80% 64.30% 65.70% 67.40% 69.00% 70.20% 71.90% 73.30% 74.50% 3.58% 60.00% 61.60% 63.10% 65.10% 66.80% 68.10% 69.70% 71.00% 72.10% 3.78% 57.00% 58.90% 60.60% 62.50% 64.00% 65.50% 67.20% 68.70% 69.80% 3.98% 54.10% 56.00% 58.20% 60.00% 61.80% 63.30% 65.00% 66.50% 68.00% 4.18% 51.70% 54.00% 56.20% 58.20% 60.20% 61.80% 63.40% 64.90% 66.60% 4.38% 49.60% 51.90% 54.30% 56.30% 58.40% 60.20% 61.90% 63.40% 65.20% 4.58% 47.60% 49.90% 52.40% 54.50% 56.60% 58.50% 60.50% 62.00% 63.70% 4.78% 45.70% 48.00% 50.40% 52.70% 54.90% 56.80% 59.00% 60.60% 62.20% 4.98% 43.70% 46.10% 48.60% 50.80% 53.10% 55.20% 57.50% 59.10% 61.10% UKACTIVE