APIDOS CLO XVIII APIDOS CLO XVIII LLC NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE

Transcription

1 The Bank of New York Mellon Trust Company, National Association APIDOS CLO XVIII APIDOS CLO XVIII LLC NOTICE OF PROPOSED SUPPLEMENTAL INDENTURE NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER. To: The Holders of the Securities as follows: March 24, 2017 CUSIP Rule 144A ISIN Rule 144A Common Code Reg S CUSIP Reg S ISIN Reg S CUSIP Certificated ISIN Certificated Class A-1 Notes 03765DAA8 US03765DAA G0488NAA1 USG0488NAA DAB6 US03765DAB64 Class A-2a Notes 03765DAC4 US03765DAC G0488NAB9 USG0488NAB DAD2 US03765DAD21 Class A-2b Notes 03765DAJ9 US03765DAJ G0488NAE3 USG0488NAE DAK6 US03765DAK63 Class B Notes 03765DAE0 US03765DAE G0488NAC7 USG0488NAC DAF7 US03765DAF78 Class C Notes 03765DAG5 US03765DAG G0488NAD5 USG0488NAD DAH3 US03765DAH35 Class D Notes 03765EAA6 US03765EAA G04886AA8 USG04886AA EAB4 US03765EAB48 Class E Notes 03765EAC2 US03765EAC G04886AB6 USG04886AB EAD0 US03765EAD04 Subordinated Notes 03765EAE8 US03765EAE G04886AC4 USG04886AC EAF5 US03765EAF51 To: Those Additional Addresses listed on Schedule I hereto Reference is hereby made to that certain Indenture dated as of July 29, 2014 (as amended, modified or supplemented from time to time, the Indenture ), among Apidos CLO XVIII, as Issuer (the Issuer ), Apidos CLO XVIII LLC, as Co-Issuer (the Co-Issuer and, together with the Issuer, the Co-Issuers ), and The Bank of New York Mellon Trust Company, National Association, as Trustee (the Trustee ). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture. No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Securities or as contained in this notice. Such numbers are included solely for the convenience of the Holders. HOU: /01304: v2

2 Pursuant to Section 8.3 of the Indenture, the Trustee hereby provides notice of a proposed supplemental indenture to be entered into pursuant to Section 8.1(a)(x)(C) of the Indenture (the Supplemental Indenture ), which will supplement the Indenture according to its terms and which will be executed by the Co-Issuers and the Trustee upon satisfaction of all conditions precedent set forth in the Indenture. A copy of the proposed Supplemental Indenture is attached hereto as Exhibit A. The Supplemental Indenture shall not become effective until the execution and delivery of the Supplemental Indenture by the parties thereto and the satisfaction of all other conditions precedent set forth in the Indenture. Please note that the Co-Issuers and the Trustee will enter into the Supplemental Indenture no earlier than thirty (30) days after this notice is given (which is the date of mailing). PLEASE NOTE THAT THE ATTACHED SUPPLEMENTAL INDENTURE IS IN DRAFT FORM AND SUBJECT TO CHANGE PRIOR TO, AND CONDITIONED UPON THE OCCURRENCE OF, THE REDEMPTION OF THE REFINANCED NOTES (AS DEFINED IN THE SUPPLEMENTAL INDENTURE). THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS OF THE SECURITIES IN RESPECT OF THE SUPPLEMENTAL INDENTURE AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE SUPPLEMENTAL INDENTURE OR OTHERWISE AND ASSUMES NO RESPONSIBILITY FOR THE CONTENTS, SUFFICIENCY OR VALIDITY OF THE SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR. Should you have any questions, please contact the Collateral Manager at dtomea@cvc.com, callen@cvc.com or apidos_clo_legal@cvc.com or contact Jason Calleja with the Trustee at (713) or at jason.calleja@bnymellon.com. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 2 HOU: /01304: v2

3 SCHEDULE I Additional Addressees Issuer: Apidos CLO XVIII c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY Cayman Islands Attn: The Directors Apidos CLO XVIII Fax: (345) ; (345) cayman@maplesfs.com Co-Issuer: Apidos CLO XVIII LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attn: Independent Manager Fax: (302) dpuglisi@puglisiassoc.com Irish Stock Exchange: Maples and Calder as Irish Listing Agent 75 St. Stephen s Green Dublin 2, Ireland Fax: dublindebtlisting@maplesandcalder.com Collateral Manager: CVC Credit Partners, LLC 712 Fifth Avenue, 42nd Floor New York, New York Attn: Christopher Allen Fax: (215) callen@cvc.com Rating Agencies: Moody s Investors Service Monitor.CDO@moodys.com Fitch Ratings, Inc. cdo.surveillance@fitchratings.com Collateral Administrator/Information Agent: apidosxviii@bnymellon.com DTC, Euroclear & Clearstream (if applicable): lensnotices@dtcc.com voluntaryreorgannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com 3 HOU: /01304: v2

4 EXHIBIT A 4 HOU: /01304: v2

5 Subject to completion and amendment, draft dated March 24, 2017 FIRST SUPPLEMENTAL INDENTURE dated as of April 24, 2017 among APIDOS CLO XVIII, as Issuer and APIDOS CLO XVIII LLC, as Co-Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee to the Indenture, dated as of July 29, 2014, among the Issuer, the Co-Issuer and the Trustee

6 This FIRST SUPPLEMENTAL INDENTURE dated as of April 24, 2017 (this "Supplemental Indenture") to the Indenture dated as of July 29, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Indenture") is entered into among Apidos CLO XVIII, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), Apidos CLO XVIII LLC, a limited liability company organized under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), and The Bank of New York Mellon Trust Company, National Association, as trustee under the Indenture (together with its successors in such capacity, 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(a)(x)(C) of the Indenture, without the consent of any Holder or beneficial owner of any Notes (except as provided below), the Co-Issuers, when authorized by Resolutions, at any time and from time to time may, subject to the applicable conditions set forth in Article VIII of the Indenture, enter into one or more supplemental indentures, for the purpose of making such changes as shall be necessary to permit the Co- Issuers to issue or co-issue, as applicable, replacement notes in connection with a Refinancing; WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this Supplemental Indenture and have requested that the Trustee execute and deliver this Supplemental Indenture; WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Section 8.1(a)(x)(C) of the Indenture have been satisfied; WHEREAS, the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class B Notes and the Class C Notes issued on July 29, 2014 (the "Refinanced Notes") are being redeemed simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Replacement Note (as defined below) will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; and WHEREAS, pursuant to Section 9.2(a) of the Indenture, the Collateral Manager with the consent of a Majority of the Subordinated Notes have directed the Issuer to effect a Refinancing of one or more (but fewer than all) Classes of Rated Notes (in whole but not in part) from Refinancing Proceeds and Partial Redemption Interest Proceeds; NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows: I. Amendments. Terms of the Replacement Notes and Amendments to the Indenture. (a) The Co-Issuers will issue the Replacement Notes (the proceeds of which shall be used to redeem the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class B Notes and the Class C Notes) which shall have the designations, original principal amounts and other characteristics as follows:

7 Designation Class A-1-R Notes Principal Terms of the Replacement Notes Class A-2a-R Notes Class A-2b-R Notes Type Floating Rate Floating Rate [Floating] [Fixed] Rate Class B-R Notes Deferrable Floating Rate Class C-R Notes Deferrable Floating Rate Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Initial Principal Amount (U.S.$) Expected Moody's Initial Rating Expected Fitch Initial Rating $449,800,000 $71,350,000 $23,000,000 $31,300,000 $42,700,000 "[Aaa (sf)]" at least "[Aa2 (sf)]" at least "[Aa2 (sf)]" at least "[A2 (sf)]" at least "[Baa3 (sf)]" "[AAAsf]" N/A N/A N/A N/A Interest Rate (1) LIBOR 1 + [ ]% LIBOR 1 + [ ]% [LIBOR 1 + [ ]%] [[ ]%] LIBOR 1 + [ ]% LIBOR 1 + [ ]% Interest Deferrable No No No Yes Yes Stated Maturity (Payment Date) Minimum Denominations (U.S.$) (Integral Multiples) Ranking: July 2026 July 2026 July 2026 July 2026 July 2026 $250,000 ($1) $250,000 ($1) $250,000 ($1) $250,000 ($1) $250,000 ($1) Priority Class(es) None A-1-R A-1-R A-1-R, A-2a-R, A-2b-R A-1-R, A-2a-R, A-2b-R, B-R Pari Passu Class(es) None A-2b-R A-2a-R None None Junior Class(es) A-2a-R, A-2b-R, B-R, C-R, D, E, Subordinated B-R, C-R, D, E, Subordinated B-R, C-R, D, E, Subordinated C-R, D, E, Subordinated D, E, Subordinated Listed Securities Yes Yes Yes Yes Yes 1 LIBOR shall be calculated by reference to the Designated Maturity. (b) Effective as of the date hereof, the Indenture shall be amended as follows: (i) The definition of "Class A Notes" is deleted in its entirety and replaced with the following: "Class A Notes": Prior to the Refinancing Date, collectively, the Class A- 1 Notes and the Class A-2 Notes and on and after the Refinancing Date, collectively, the Class A-1-R Notes and the Class A-2-R Notes. (ii) 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. 2

8 (iii) 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, collectively, the Class A-2a Notes and the Class A-2b Notes and on and after the Refinancing Date, collectively, the Class A-2a-R Notes and the Class A-2b-R Notes. (iv) The definition of "Class A-2a Notes" is deleted in its entirety and replaced with the following: "Class A-2a Notes": Prior to the Refinancing Date, the Class A-2a 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-2a-R Notes. (v) The definition of "Class A-2b Notes" is deleted in its entirety and replaced with the following: "Class A-2b Notes": Prior to the Refinancing Date, the Class A-2b Senior Secured Fixed 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-2b-R Notes. (vi) 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 Mezzanine 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. (vii) 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 Mezzanine 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. (viii) 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 Securities dated July 24, 2014 or, with respect to the Replacement Notes, the final offering memorandum relating to the Replacement Notes dated April [ ],

9 (ix) The definition of "Restricted Trading Period" is amended by inserting the term "on the Closing Date" immediately following the term "its Initial Rating" in each of clause (A) and clause (B) thereof. (x) 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-2a-R Notes": The Class A-2a-R Senior Secured Floating Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3. "Class A-2b-R Notes": The Class A-2b-R Senior Secured [Floating] [Fixed] Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3. "Class B-R Notes": The Class B-R Mezzanine 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 Mezzanine Deferrable Floating Rate Notes issued on the Refinancing Date and having the characteristics specified in Section 2.3. "Refinancing Date": April 24, "Refinancing Initial Purchaser": Morgan Stanley & Co. LLC, in its capacity as initial purchaser of the Replacement Notes under the Refinancing Purchase Agreement. "Refinancing Purchase Agreement": The agreement dated as of April [ ], 2017, by and among the Co-Issuers and the Refinancing Initial Purchaser related to the Offering of the Replacement Notes. "Replacement Notes": The Class A-1-R Notes, the Class A-2a-R Notes, the Class A-2b-R Notes, the Class B-R Notes and the Class C-R Notes. (xi) 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. (xii) References to "the Placement Agent" in Section 2.5(b)(iii), Section 2.5(i)(xvii)(C) and Section 5.4(a) of the Indenture and in the Exhibits to the Indenture as they relate to Replacement Notes shall be deleted and replace with "the Placement Agent and the Refinancing Initial Purchaser". 4

10 (xiii) References to "Transaction Parties" in Section 2.5(i)(ii) of the Indenture as they relate to Replacement Notes shall be deleted and replaced with "Transaction Parties and the Refinancing Initial Purchaser". (xiv) References to "the Placement Agreement" in the definition of "Administrative Expenses" and in Section 7.12 of the Indenture are deleted and replaced with "the Refinancing Purchase Agreement, the Placement Agreement". (xv) The first sentence of Section 9.2(a) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided that no Refinancing of the Replacement Notes shall be permitted". (xvi) The first sentence of Section 9.2(e) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided that no Refinancing of the Replacement Notes shall be permitted". (xvii) The first sentence of Section 9.2(f) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided that no Refinancing of the Replacement Notes shall be permitted". (xviii) The first sentence of Section 9.8(a) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided further that no Re-Pricing of the Replacement Notes shall be permitted". (xix) Section 14.3(a) of the Indenture amended by inserting the following clause (viii) at the end thereof : "(viii) the Refinancing Initial Purchaser at Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Managing Director, CLO Group, or at any other address subsequently furnished in writing to the Co-Issuers and the Trustee by such Refinancing Initial Purchaser." (xx) Exhibit A-1 to the Indenture is amended by: (a) replacing all references to "[A-1]" with "[A-1-R]"; "[A-2a]" with "[A-2a-R]"; "[A-2b]" with "[A-2b-R]"; "[B]" with "[B- R]"; "[C]" with "[C-R]"; and 5

11 (b) deleting "commencing in January 2015" and inserting "commencing in July 2017"; and (c) deleting "[LIBOR plus [1.4120] [1.9500] [2.8000] [3.6500] [5.2000] [6.000]% on the Aggregate Outstanding Amount in arrears. Interest shall be calculated on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360.] [4.2000% on the Aggregate Outstanding Amount in arrears. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.] and inserting "[LIBOR plus [ ] [ ] [[ ]] 1 [ ] [ ] [5.2000] [6.000]% on the Aggregate Outstanding Amount in arrears. Interest shall be calculated on the basis of the actual number of days elapsed in the applicable Interest Accrual Period divided by 360.] [[ ]% on the Aggregate Outstanding Amount in arrears. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.]] 2 ". II. Issuance and Authentication of Replacement Notes. The Replacement Notes shall be issued as Rule 144A Global Securities and Regulation S Global Securities and shall be executed by the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated. III. Noteholder Consent. (A) Each Holder or beneficial owner of a Replacement Note, by its acquisition thereof on the Refinancing Date, shall be deemed to agree to the Indenture, as supplemented by this Supplemental Indenture and the execution by the Co-Issuers and the Trustee hereof. (B) Written consents to this Supplemental Indenture have been obtained from a Majority of the Subordinated Notes. IV. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES AND ALL DISPUTES ARISING THEREFROM OR RELATING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS AND OF THE NEW YORK GENERAL OBLIGATIONS LAW). 1 Include if Class A-2b-R Notes are floating rate notes. 2 Include if Class A-2b-R Notes are fixed rate notes. 6

12 V. 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. VI. 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. VII. 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. VIII. 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. IX. Amended and Restated Indenture. This Supplemental Indenture may be incorporated into an amended and restated Indenture. X. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7

13 XI. Direction to the Trustee. The Issuer herby 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. XII. Limited Recourse; Non-Petition. The terms of Section 2.7(j), Section 5.4(d) and Section 13.1 of the Indenture shall apply to this Supplemental Indenture mutatis mutandis as if fully set forth herein. [Signature Page Follows] 8

14 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. APIDOS CLO XVIII, as Issuer By: Name: Title: APIDOS CLO XVIII LLC, as Co-Issuer By: Name: Title: THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Name: Title: CONSENTED AND AGREED CVC CREDIT PARTNERS, LLC, as Collateral Manager By: Name: Title: [Apidos CLO XVIII Supplemental Indenture Signature Page]