COMPANY ANNOUNCEMENT. Immediate Release 31 October Re: DEED OF AMENDMENT

Transcription

1 COMPANY ANNOUNCEMENT Immediate Release 31 October 2013 EUROCREDIT CDO VI PLC (the"issuer") Re: DEED OF AMENDMENT The Issuer wishes to announce that a Deed of Amendment has been agreed in the form attached hereto. Enquiries to: EUROCREDIT CDO VI PLC 2nd Floor, Beaux Lane House Mercer Street Lower Dublin 2 Ireland Attention: The Directors Facsimile: +353 (0)

2 DATED 31 OCTOBER 2013 EUROCREDIT CDO VI PLC as Issuer and INTERMEDIATE CAPITAL MANAGERS LIMITED as Investment Manager BNP PARIBAS SECURITIES SERVICES, LONDON BRANCH as Collateral Administrator, Account Bank and Calculation Agent BNP PARIBAS TRUST CORPORATION UK LIMITED as Trustee BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH as Registrar, Principal Paying Agent, Custodian and Transfer Agent and Class A-R Note Agent and LLOYDS TSB BANK PLC as Liquidity Facility Provider DEED OF AMENDMENT

3 CONTENTS Clause Page 1. Definitions And Interpretation Waiver Of Event Of Default Conditions Precedent To Trustee Consent Amendments To The Existing Trust Deed Undertaking By The Issuer Agreement Continuation Further Assurance Counterparts Rights Of Third Parties Limited Recourse And Non Petition Governing Law Jurisdiction... 4

4 THIS DEED OF AMENDMENT is dated 31 October 2013 BETWEEN (1) EUROCREDIT CDO VI PLC, a public company with limited liability incorporated under the laws of Ireland on 8 September 2006, having its registered office at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland (the "Issuer"); (2) INTERMEDIATE CAPITAL MANAGERS LIMITED whose registered office is at 20 Old Broad Street, London EC2N 1DP (the "Investment Manager", which expression shall include the permitted successors and assigns thereof); (3) BNP PARIBAS SECURITIES SERVICES, LONDON BRANCH whose registered office is at 55 Moorgate, London EC2R 6PA (the "Collateral Administrator", the "Account Bank" and the "Calculation Agent", which expressions shall include the permitted successors and assigns thereof); (4) BNP PARIBAS TRUST CORPORATION UK LIMITED, whose registered office is at 55 Moorgate, London EC2R 6PA (the "Trustee", which expression shall include the permitted successors and assigns thereof) as trustee for the Noteholders and as security trustee for the Secured Parties; (5) BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH, of 33, rue de Gasperich, Howald-Hesperange, L-2085 Luxembourg (the "Registrar", the "Principal Paying Agent", the "Custodian", the "Transfer Agent" and the "Class A-R Note Agent" which expressions shall include the permitted successions and assigns thereof); and (6) LLOYDS TSB BANK PLC, acting through its office at 10 Gresham Street, London, EC2V 7AE (the "Liquidity Facility Provider", which expression includes any successor liquidity facility provider). WHEREAS: (A) (B) On 20 December 2006, the parties hereto entered into certain agreements relating to, inter alia, the purchase by the Issuer of assets for inclusion in the Portfolio from time to time subject to the terms and conditions of the Transaction Documents and the issue by the Issuer of the Class A-R Senior Secured Floating Rate Notes, the Class A-T Senior Secured Floating Rate Notes, the Class B Senior Secured Floating Rate Notes, the Class C Senior Secured Deferrable Floating Rate Notes, the Class D Senior Secured Deferrable Floating Rate Notes, the Class E Senior Secured Deferrable Floating Rate Notes, the Subordinated Notes, the Class V Combination Notes and the Class W Combination Notes (together, the "Notes") and the trust deed dated 20 December 2006 between, amongst others, the Issuer and the Trustee (the "Existing Trust Deed") relating to, inter alia, the issue by the Issuer of the Notes. On 25 October 2012 S&P downgraded the Account Bank's, the Custodian s or the Principal Paying Agent s short-term credit rating from "A-1+" to "A-1" (the "Downgrades"). It has not been possible to replace the Account Bank, the Custodian or Principal Paying Agent with a replacement Account Bank, Custodian or Principal Paying - 1 -

5 Agent meeting the Rating Requirement within 30 days of the first Downgrade, nor is there any reasonable prospect of appointing a replacement Account Bank, Custodian or Principal Paying Agent on substantially the same terms as the existing Account Bank, Custodian or Principal Paying Agent as required under the terms of the Transaction Documents. (C) As a consequence of the Downgrades, each of the parties hereto wishes to, inter alia, effect certain amendments to the Existing Trust Deed in order to amend the conditions of the Notes attached as Schedule 2 to the Existing Trust Deed (the "Conditions") on the terms set out in this Deed. NOW THIS DEED (the "Deed") witnesseth and it is hereby declared as follows: 1. DEFINITIONS AND INTERPRETATION Terms and expressions defined in the Existing Trust Deed shall have the same meanings in this Deed (including the recitals), except where the context requires otherwise or unless stated otherwise. 2. WAIVER OF EVENT OF DEFAULT Without prejudice to any of its rights under the Existing Trust Deed and the Conditions, the Trustee has conditionally determined that any Event of Default or Potential Event of Default under Condition 10(a)(iv) as a result of the Downgrades shall not be treated as such for the purposes of the Existing Trust Deed and the Conditions on the grounds that it is not materially prejudicial to the interests of the Noteholders and the other Secured Parties. Such determination will take effect from the date of this Deed, subject to (i) receipt by the Trustee of Rating Agency Confirmation in respect of the Proposed Amendment and (ii) the Issuer having notified the Controlling Class of the Proposed Amendment and not having received within 30 days of such notification an objection to the Proposed Amendment from the holders of a majority in Principal Amount Outstanding of the Notes of the Controlling Class, and may be withdrawn at any time prior to the Relevant Time (as defined below). 3. CONDITIONS PRECEDENT TO TRUSTEE CONSENT 3.1 The Trustee has determined that the Proposed Amendment is not materially prejudicial to the interests of the Noteholders and hereby conditionally consents to the Proposed Amendment. The consent of the Trustee to the Proposed Amendment is conditional on: (i) receipt by the Trustee of a Rating Agency Confirmation and (ii) the Issuer having notified the Controlling Class of the Proposed Amendment and not having received within 30 days of such notification an objection to the Proposed Amendment from the holders of a majority in Principal Amount Outstanding of the Notes of the Controlling Class (the "Amendment Conditions"). 3.2 The Proposed Amendment shall take effect immediately after the Amendment Conditions have been satisfied (the "Relevant Time")

6 4. AMENDMENTS TO THE EXISTING TRUST DEED 4.1 The parties hereto agree and acknowledge that with effect from the Relevant Time the definition of "Rating Requirement" in the Conditions shall be deleted in its entirety and replaced with the following: ""Rating Requirement" means: (a) in the case of the Account Bank and the Custodian (or any guarantor of their respective rated obligations), a short-term senior unsecured debt rating of "A- 1" by S&P and "P-l" by Moody's and a long-term senior unsecured debt rating by Moody's of at least "A2"; or (b) (i) in the case of any Hedge Counterparty, (i) a short-term debt rating of "P-l" from Moody's and a long-term senior unsecured debt rating of "A1" from Moody's and (ii) such party has a short-term senior unsecured rating of "A-1+" by S&P; or (ii) in the case of any Synthetic Counterparty or Selling Institution, a longterm debt rating of not lower than "A3" from Moody's and a long-term debt rating of not lower than "A" from S&P; or (iii) in each case, if any of the requirements are not satisfied, by any of the parties referred to herein, Rating Agency Confirmation is received in respect of such party; (c) in the case of any Class A-R Noteholder, a short-term senior unsecured debt rating of "A-1" by S&P and "P-1" by Moody's; or (d) in the case of the Liquidity Facility Provider, a short-term issuer credit rating of "A-1+" by S&P and a short-term rating of "P-1" and a long-term senior unsecured rating of at least "A2" by Moody's. " such amendment, the "Proposed Amendment." 5. UNDERTAKING BY THE ISSUER The Issuer hereby undertakes to notify the Noteholders of the Proposed Amendment as soon as practicable following the Relevant Time. 6. AGREEMENT CONTINUATION 6.1 The Existing Trust Deed and any documents executed or entered into pursuant thereto, where applicable as modified herein, shall continue in full force and effect. 6.2 With effect from the Relevant Time, this Deed will be read with and construed as one document with the Existing Trust Deed. 6.3 References in the Existing Trust Deed to "this Deed", "hereof", "hereunder", "these presents" and expressions of similar import shall be deemed to be references to the Existing Trust Deed as amended and restated by this Deed. 6.4 This Deed shall not prejudice or affect any liability of any parties which may have arisen under the Existing Trust Deed prior to the Relevant Time or waive or modify any obligation thereunder to the extent it was to be performed or observed at any time prior to the Relevant Time

7 6.5 The parties hereto consent to the amendment of the Existing Trust Deed as per this Deed with effect from the Relevant Time. 7. FURTHER ASSURANCE Each of the parties hereto undertake to do all acts or things and execute any further assurances or documents (including, without limitation, the giving of notices, the termination of any filings and/or registrations, and the making of any further filings and/or registrations consequent upon this Deed) that may be required by law or that the other parties hereto may reasonably consider necessary to establish, maintain and protect their rights and generally to carry out the true intent of this Deed and the Existing Trust Deed as amended and restated hereby. 8. COUNTERPARTS This Deed may be executed and delivered in any number of counterparts (including by facsimile transmission), each of which will be deemed an original. 9. RIGHTS OF THIRD PARTIES No person who is not a party to this Deed shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed. 10. LIMITED RECOURSE AND NON PETITION The provisions of Clause 30 of the Existing Trust Deed (Limited Recourse and Non- Petition) shall apply to this Deed mutatis mutandis. 11. GOVERNING LAW 11.1 Governing Law This Deed and all matters arising from or connected with it shall be governed by English law. 12. JURISDICTION 12.1 Jurisdiction The Issuer irrevocably agrees that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Deed or its formation, and accordingly any legal action or proceedings arising out of or in connection with this Deed maybe brought in such courts. IN WITNESS WHEREOF the parties hereto have caused this Deed to be duly executed the day and year first before written

8 SIGNATORIES Issuer Given under the common seal of EUROCREDIT CDO VI PLC Director: Director / Secretary: Investment Manager EXECUTED as a DEED for and on behalf of INTERMEDIATE CAPITAL MANAGERS LIMITED Collateral Administrator, Account Bank and Calculation Agent EXECUTED as a DEED for and on behalf of: BNP PARIBAS SECURITIES SERVICES, LONDON BRANCH in its capacity as Collateral Administrator, Account Bank and Calculation Agent Trustee EXECUTED as a DEED by for and on behalf of: BNP PARIBAS TRUST CORPORATION UK LIMITED in its capacity as Trustee In the presence of Witness Name: Witness Address: - 5 -

9 Registrar, Principal Paying Agent, Custodian, Transfer Agent and Class A-R Note Agent EXECUTED as a DEED for and on behalf of: BNP PARIBAS SECURITIES SERVICES, LUXEMBOURG BRANCH in its capacity as Registrar, Principal Paying Agent, Custodian, Transfer Agent and Class A-R Note Agent Liquidity Facility Provider EXECUTED as a DEED for and on behalf of: LLOYDS TSB BANK PLC in its capacity as Liquidity Facility Provider - 6 -