WHITEHORSE VIII, LTD. WHITEHORSE VIII, LLC NOTICE OF EXECUTED FIRST SUPPLEMENTAL INDENTURE

Transcription

1 The Bank of New York Mellon Trust Company, National Association WHITEHORSE VIII, LTD. WHITEHORSE VIII, LLC NOTICE OF EXECUTED FIRST 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. To: The Noteholders described as: Class Designation CUSIP Rule 144A ISIN* Rule 144A CUSIP* Reg. S. ISIN* Reg. S. CUSIP* Accredited Investor November 2, 2017 ISIN* Accredited Investor Class A-R Notes 96524WAS3 US96524WAS35 G9618CAJ0 USG9618CAJ02 N/A N/A Class B-R Notes 96524WAU8 US96524WAU80 G9618CAK7 USG9618CAK74 N/A N/A Class C-R Notes 96524WAY0 US96524WAY03 G9618CAM3 USG9618CAM31 N/A N/A Class D-R Notes 96524WBA1 US96524WBA18 G9618CAN1 USG9618CAN14 N/A N/A Class E Notes 96524XAA0 US96524XAA00 G9619CAA8 USG9619CAA XAB8 US96524XAB82 Class F Notes 96524XAC6 US96524XAC65 G9619CAB6 USG9619CAB XAD4 US96524XAD49 Subordinated Notes 96524XAE2 US96524XAE22 G9619CAC4 USG9619CAC XAF9 US96524XAF96 Subordinated Fee Notes 96524XAG7 US96524XAG79 G9619CAD2 USG9619CAD XAH5 US96524XAH52 To: Those Additional Parties Listed on Schedule I hereto Reference is hereby made to that certain (i) Indenture dated as of May 9, 2014 (as amended, supplemented or modified from time to time, the Base Indenture ), among WHITEHORSE VIII, LTD., as issuer (the Issuer ), WHITEHORSE VIII, 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 ) and (ii) First Supplemental Indenture dated as of November 1, 2017 (the Supplemental Indenture, and together with the Base Indenture, the Indenture ) among the Co- No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Noteholders.

2 Issuers and the Trustee. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. In accordance with Section 8.3(c) of the Indenture, the Trustee hereby provides notice of the execution of the Supplemental Indenture. A copy of the executed Supplemental Indenture is attached hereto as Exhibit A. Should you have any questions, please contact Jayna Patel at (713) or at jayna.patel@bnymellon.com. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 2

3 EXHIBIT A Executed Supplemental Indenture 3

4 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE dated as of November 1, 2017 among WHITEHORSE VIII, LTD., as Issuer WHITEHORSE VIII, LLC, as Co-Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee to the Indenture, dated as of May 9, 2014, among the Issuer, the Co-Issuer and the Trustee NY:

5 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2017 (this First Supplemental Indenture ), among WhiteHorse VIII, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the Issuer ), WhiteHorse VIII, LLC, a Delaware limited liability company (the Co-Issuer ) and The Bank of New York Mellon Trust Company, National Association, as Trustee (herein, together with its permitted successors and assigns, the Trustee ), is entered into pursuant to the terms of the Indenture, dated as of May 9, 2014, among the Issuer, the Co-Issuer and the Trustee (the Indenture ). Capitalized terms used in this First Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture. PRELIMINARY STATEMENT WHEREAS, the Co-Issuers, at any time and from time to time, may enter into, pursuant to Sections 8.1(a)(v) and 9.5(f) of the Indenture, with the consent of the Holders of a Majority of the Subordinated Notes, one or more supplemental indentures to issue or co-issue, as applicable, replacement securities in connection with a Refinancing Redemption in accordance with the Indenture; WHEREAS, the Co-Issuers desire to enter into this First Supplemental Indenture to make changes necessary to issue replacement securities in connection with a Refinancing Redemption of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (collectively, the Refinanced Notes ), through issuance of the U.S.$341,000,000 Class A-R Senior Secured Floating Rate Notes due 2026 (the Class A-R Notes ), U.S.$74,250,000 Class B-R Senior Secured Floating Rate Notes due 2026 (the Class B-R Notes ), U.S.$33,000,000 Class C-R Mezzanine Secured Deferrable Floating Rate Notes due 2026 (the Class C-R Notes ) and U.S.$31,500,000 Class D-R Mezzanine Secured Deferrable Floating Rate Notes due 2026 (the Class D-R Notes and, together with the Class A-R Notes, the Class B-R Notes and the Class C-R Notes, the Replacement Notes ), occurring on the same date as this First Supplemental Indenture; WHEREAS, pursuant to Section 9.5(a) of the Indenture, the Required Redemption Direction has been delivered to the Issuer, the Trustee and each Rating Agency and pursuant to Section 9.6(a) of the Indenture, the Collateral Manager has notified the Issuer, the Trustee and each Rating Agency of the proposed Refinancing Redemption Date and the expected Aggregate Outstanding Amount and expected Redemption Price of the Securities being redeemed; and WHEREAS, pursuant to Section 9.5(f) of the Indenture, the Collateral Manager has delivered the certificates required under Section 9.5 of the Indenture, including that the Refinancing meets the requirements of Section 9.5 of the Indenture; WHEREAS, a copy of the applicable notice of redemption has been delivered to each Holder and each Rating Agency at least 10 Business Days prior to the Refinancing Redemption Date in accordance with the provisions of Section 9.7(a) of the Indenture. NY:

6 NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Co-Issuers and the Trustee hereby agree as follows: AGREEMENT Indenture. SECTION 1. Terms of the Replacement Notes and Amendments to the (a) The Co-Issuers will issue the Replacement Notes (the proceeds of which shall be used to redeem the Refinanced Notes) which shall have the designations, original principal amounts and other characteristics as follows: Principal Terms of the Replacement Notes Class "Class A-R Notes" "Class B-R Notes" "Class C-R Notes" "Class D-R Notes" Designations Senior Notes; Secured Notes; Floating Rate Notes; Co- Issued Securities Senior Notes; Secured Notes; Floating Rate Notes; Co- Issued Securities Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Rate Notes; Co- Issued Securities Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Rate Notes; Co- Issued Securities Priority Level Principal Balance (U.S.$) First $341,000,000 Second $74,250,000 Third $33,000,000 Fourth $31,500,000 Interest Rate (1)(2) LIBOR plus 0.90% LIBOR plus 1.45% LIBOR plus 1.95% LIBOR plus 3.45% Expected Ratings (Fitch/Moody's) "AAAsf"/ "Aaa(sf)" NR/at least "Aa2(sf)" NR/at least "A2(sf)" NR/at least "Baa3(sf)" ERISA Restricted Status Not ERISA Restricted Not ERISA Restricted Not ERISA Restricted Not ERISA Restricted NY:

7 (1) Each Class of Replacement Notes will have a lower rate of interest than the Class of Refinanced Notes it is replacing. (2) Three-month LIBOR is as calculated as set forth in the definition of "LIBOR" in the Indenture. (b) The issuance date of the Replacement Notes shall be November 1, 2017 and the Refinancing Redemption Date of the Refinanced Notes shall also be November 1, (c) Payments on the Replacement Notes issued on the Refinancing Redemption Date will be made on each Payment Date, commencing on the Payment Date in February (d) Notwithstanding anything in the Indenture to the contrary, no Class of Replacement Notes shall be subject to any further Refinancing Redemption or Re-Pricing at any time, except to the extent (and solely to the extent) that (i) a change in law, rule or regulation or regulatory guidance following the Refinancing Redemption Date would result in the rules implementing the credit risk retention requirements of Section 941 of the Dodd-Frank Act, as amended from time to time (the "US Risk Retention Regulations"), not requiring retention of risk in connection therewith or (ii) the "sponsor" (as defined for purposes of the US Risk Retention Regulations) complies with the US Risk Retention Regulations, in each case, as determined by the Collateral Manager (based on advice of nationally recognized counsel experienced in such matters). (e) Section 1.1 of the Indenture shall be amended by inserting the following new definition in the appropriate alphabetical order: "Replacement Notes": The meaning specified in the First Supplemental Indenture dated as of November 1, 2017." "US Risk Retention Regulations": The credit risk retention requirements of Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time. (f) Section 9.5(a) of the Indenture shall be amended by adding the following proviso to the end of the first sentence thereof: ; provided that no Refinancing of the Replacement Notes shall be permitted, except to the extent (and solely to the extent) that (i) a change in law, rule or regulation or regulatory guidance following the Refinancing Redemption Date would result in the US Risk Retention Regulations not requiring retention of risk in connection therewith or (ii) the "sponsor" (as defined for purposes of the US Risk Retention Regulations) complies with the US Risk Retention Regulations, in each case, as determined by the Collateral Manager (based on advice of nationally recognized counsel experienced in such matters) ; and (g) Section 9.14(a) of the Indenture shall be amended by adding the following proviso to the end of the first sentence thereof: NY:

8 ; provided, further that no Re-Pricing of the Replacement Notes shall be permitted, except to the extent (and solely to the extent) that (i) a change in law, rule or regulation or regulatory guidance following the Refinancing Redemption Date would result in the US Risk Retention Regulations not requiring retention of risk in connection therewith or (ii) the "sponsor" (as defined for purposes of the US Risk Retention Regulations) complies with the US Risk Retention Regulations, in each case, as determined by the Collateral Manager (based on advice of nationally recognized counsel experienced in such matters). SECTION 2. Issuance and Authentication of Replacement Notes; Cancellation of Refinanced Notes. (a) The Co-Issuers hereby direct the Trustee to (i) deposit in the Collection Account the proceeds of the Replacement Notes received on the Refinancing Redemption Date and (ii) use (x) such proceeds to pay the Redemption Prices of the Refinanced Notes, (y) Interest Proceeds to pay the accrued and unpaid interest due to the Refinanced Notes on the November 2017 Payment Date in accordance with the Priority of Interest Payments and (z) Interest Proceeds available on the November 2017 Payment Date pursuant to the Priority of Interest Payments to pay all Refinancing Expenses in accordance with the Priority of Interest Payments. (b) The Replacement Notes shall be issued as Rule 144A Global Notes and Regulation S Global Notes, in each case, substantially in the form attached to the refinancing date certifications and agreements and shall be executed by the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered to the Issuer by the Trustee upon Issuer Order and upon receipt by the Trustee of the following: (i) Rating Letters. An Officer s certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter signed by each Rating Agency and confirming such Rating Agency's rating of the Replacement Notes, which shall be (A) from Fitch, AAAsf with respect to the Class A-R Notes and (B) from Moody's, Aaa(sf) with respect to the Class A-R Notes, at least Aa2(sf) with respect to the Class B-R Notes, at least A2(sf) with respect to the Class C-R Notes and at least Baa3(sf) with respect to the Class D-R Notes. (ii) Governmental Approvals. From each of the Co-Issuers either (A) a certificate of the Applicable Issuer or other official document evidencing the due authorization, approval or consent of any governmental body or bodies, at the time having jurisdiction in the premises, together with an Opinion of Counsel of such Applicable Issuer (that the Trustee shall be entitled to rely thereon) that no other authorization, approval or consent of any governmental body is required for the valid issuance of such Replacement Notes, or (B) an Opinion of Counsel of such Applicable Issuer that no such authorization, approval or consent of any governmental body is required for the valid issuance of such Replacement Notes except as has been given. (iii) Legal Opinions. Opinions of (a) Allen & Overy LLP, special U.S. counsel to the Co-Issuers, or other counsel acceptable to the Trustee, dated the Refinancing Redemption Date, substantially in the form attached to the refinancing date NY:

9 certifications and agreements, (b) Maples and Calder, counsel to the Issuer, or other counsel acceptable to the Trustee, dated the Refinancing Redemption Date, substantially in the form attached to the refinancing date certifications and agreements and (c) Seward & Kissel LLP, counsel to the Trustee and the Collateral Administrator, or other counsel acceptable to the Trustee, dated the Refinancing Redemption Date, substantially in the form attached to the refinancing date certifications and agreements. (iv) Officers Certificates of the Co-Issuers Regarding Corporate Matters. An Officer s certificate of each of the Co-Issuers (i) evidencing the authorization by Board Resolution or Action by Manager, as applicable, of the execution, authentication and (with respect to the Issuer only) delivery of the notes applied for by it and specifying the Stated Maturity Date, principal amount and Interest Rate of the Notes to be authenticated and delivered as set forth in Section 1(a) hereto and (ii) certifying that (A) the attached copy of the Board Resolution or Action by Manager, as applicable, is a true and complete copy thereof, (B) such resolutions or Action by Manager, as applicable, have not been rescinded and are in full force and effect on and as of the date of issuance and (C) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (v) Officers Certificates of Co-Issuers Regarding Indenture. An Officer s certificate of each Co-Issuer stating that, (i) all conditions precedent provided in the Indenture and this First Supplemental Indenture pursuant to Sections 8.1(a)(v), 9.5 and 9.7 of the Indenture relating to the issuance of the Replacement Notes have been complied with, (ii) such Applicable Issuer is not in default under the Indenture and that the issuance of the Replacement Notes applied for by it will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its Governing Documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject, (iii) the authentication and delivery of the Replacement Notes is authorized or permitted under the Indenture and this First Supplemental Indenture entered into in connection with the Replacement Notes, (iv) all expenses due or accrued with respect to the offering of such Replacement Notes or relating to actions taken on or in connection with the issuance of the Replacement Notes have been paid or reserves therefor have been made and (v) such Applicable Issuer will promptly apply to list the Replacement Notes on the Global Exchange Market of the Irish Stock Exchange plc. (vi) Noteholder Consent. Written consent from the Majority of Subordinated Notes to this First Supplemental Indenture. (c) On the Refinancing Redemption Date specified above, the Trustee shall (i) as custodian of the Global Notes, cause all Global Notes representing the Refinanced Notes that are held by the Trustee on behalf of Cede & Co. to be surrendered for cancellation and (ii) cause all such surrendered Global Notes and all Non-Clearing Agency Securities representing Refinanced Notes surrendered for cancellation to be cancelled in accordance with Section 2.9 of the Indenture. NY:

10 SECTION 3. Indenture to Remain in Effect. (a) Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. Upon issuance and authentication of the Replacement Notes and redemption in full of the Refinanced Notes, all references in the Indenture to (i) the Class A Notes shall apply mutatis mutandis to the Class A-R Notes, (ii) the Class B Notes shall apply mutatis mutandis to the Class B-R Notes, (iii) the Class C Notes shall apply mutatis mutandis to the Class C-R Notes, (iv) the Class D Notes shall apply mutatis mutandis to the Class D-R Notes, (v) the Secured Notes shall apply mutatis mutandis to the Replacement Notes, the Class E Notes and the Class F Notes and (vi) the Notes and the Securities shall apply mutatis mutandis to the Replacement Notes, the Class E Notes, the Class F Notes and the Subordinated Notes. All references in the Indenture to the Indenture or to this Indenture shall apply mutatis mutandis to the Indenture as modified by this First Supplemental Indenture. The Trustee shall be entitled to all rights, protections, immunities and indemnities set forth in the Indenture as fully as if set forth in this First Supplemental Indenture. (b) In addition, upon the effectiveness of this First Supplemental Indenture, the table in Appendix A attached to the Indenture shall be modified by replacing the table section with respect to (i) the Class A Notes with the table in Section 1(a) of this First Supplemental Indenture with respect to the Class A-R Notes, (ii) the Class B Notes with the table in Section 1(a) of this First Supplemental Indenture with respect to the Class B-R Notes, (iii) the Class C Notes with the table in Section 1(a) of this First Supplemental Indenture with respect to the Class C-R Notes and (iv) the Class D Notes with the table in Section 1(a) of this First Supplemental Indenture with respect to the Class D-R Notes. (c) Upon the effectiveness of this First Supplemental Indenture, all references in the Indenture to the term Initial Purchaser shall be read to apply to (i) with respect to any Class of Notes (other than the Replacement Notes), the Initial Purchaser in its capacity as initial purchaser under the Purchase Agreement and (ii) with respect to the Replacement Notes, Nomura Securities International, Inc., in its capacity as Refinancing placement agent (the "Refinancing Placement Agent") under the Refinancing Placement Agency Agreement, dated as of October 13, 2017, among the Co-Issuers and the Refinancing Placement Agent. SECTION 4. Miscellaneous. (a) THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. (b) This First 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. (c) Notwithstanding any other provision of this First Supplemental Indenture, the obligations of the Applicable Issuers under the Notes and the Indenture as supplemented by this First Supplemental Indenture are limited recourse obligations of the Applicable Issuers payable solely from the Collateral and following realization of the Collateral, and application of NY:

11 the proceeds thereof in accordance with the Indenture as supplemented by this First Supplemental Indenture, all obligations of and any claims against either of the Co-Issuers hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, partner, employee, shareholder or incorporator of either of the Co-Issuers, the Collateral Manager or their respective successors or assigns for any amounts payable under the Notes or (except as otherwise provided herein or in the Management Agreement) the Indenture as supplemented by this First Supplemental Indenture. It is understood that the foregoing provisions of this Section 4(c) shall not (i) prevent recourse to the Collateral for the sums due or to become due under any security, instrument or agreement which is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Notes or secured by the Indenture as supplemented by this First Supplemental Indenture until the assets constituting the Collateral have been realized. It is further understood that the foregoing provisions of this Section 4(c) shall not limit the right of any Person to name the Issuer or the Co-Issuer as a party defendant in any Proceeding or in the exercise of any other remedy under the Notes or the Indenture as supplemented by this First Supplemental Indenture, so long as no judgment in the nature of a deficiency judgment or seeking personal liability shall be asked for or (if obtained) enforced against any such Person. (d) Notwithstanding any other provision of the Indenture as supplemented by this First Supplemental Indenture, none of the Trustee nor the Holders or beneficial owners of the Replacement Notes may, prior to the date which is one year (or if longer, any applicable preference period) and one day after the payment in full of all securities issued by the Issuer and rated by any nationally recognized rating agency at the request of the Issuer, institute against, or join any other Person in instituting against, the Issuer, Co-Issuer or any Blocker Subsidiary any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceedings, or other Proceedings under Cayman Islands, U.S. federal or State bankruptcy or similar laws. Nothing in this Section 4(d) shall preclude, or be deemed to stop, the Trustee (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer or Co-Issuer or (B) any involuntary insolvency Proceeding filed or commenced by a Person other than Secured Parties or Holders of Securities, or (ii) from commencing against the Issuer or Co-Issuer or any of their respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation Proceeding. (e) The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of each of the Co-Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this First Supplemental Indenture and makes no representation with respect thereto. (f) The Co-Issuers represent and warrant to the Trustee that this First Supplemental Indenture has been duly and validly executed and delivered by each of the Co- Issuers and constitutes their respective legal, valid and binding obligation, enforceable against each of the Co-Issuers in accordance with its terms. NY:

12 (g) This First Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (h) The Issuer hereby directs the Trustee to execute this First Supplemental Indenture and acknowledges and agrees that the Trustee shall be fully protected in relying upon the foregoing direction. (i) Each Holder or beneficial owner of a Replacement Note, by its acquisition thereof on the Refinancing Redemption Date, shall be deemed to agree to the Indenture, supplemented by this First Supplemental Indenture and the execution by the Co-Issuers and the Trustee hereof. [Remainder of page intentionally blank] NY:

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14 IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Supplemental Indenture as of the date first written above. EXECUTED as a DEED by: WHITEHORSE VIII, LTD., as Issuer By: Name: Title: WHITEHORSE VIII, LLC, as Co-Issuer By:~~ Name: ~natl J. Puglisi Title: Independent Manager THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: Name: Title: Signature Page to First Supplemental Indenture (WhiteHorse VIII)

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16 Richard Siegel Authorized Signatory

17 SCHEDULE I Additional Addressees Issuer: WhiteHorse VIII, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square George Town Grand Cayman, KY Cayman Islands Attention: The Directors Fax: +1 (345) With a copy to: Maples and Calder P.O. Box 309, Ugland House South Church Street, George Town Grand Cayman KY1-1104, Cayman Islands Re: WhiteHorse VIII, Ltd. Co-Issuer: WhiteHorse VIII, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware Attention: The Manager Irish Stock Exchange: Electronic copy to be uploaded to the Irish Stock Exchange website via DTC, Euroclear and Clearstream (as applicable): lensnotices@dtcc.com consentannouncements@dtcc.com voluntaryreorgannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com redemptionnotification@dtcc.com ca_mandatory.events@clearstream.com 17g5: whitehorseviii@bnymellon.com Collateral Manager: WhiteHorse Lending, LLC 200 Crescent Court, Suite 1414 Dallas, Texas Fax: (214) Attention: Jarred D. Worley Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York Fax: +1 (212) Attention: CBO/CLO Monitoring With a copy by - to: cdomonitoring@moodys.com Fitch Ratings, Inc. 33 Whitehall Street New York, New York Attention: Structured Credit cdo.surveillance@fitchratings.com 4