1761 East St. Andrew Place Santa Ana, CA 92705-4934 Tel: 714 247 6000 March 22, 2017 THIS TRANSMITTAL CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE BENEFICIAL OWNERS OF THE SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. SOUND POINT CLO IV, LTD. SOUND POINT CLO IV, INC. NOTICE OF REQUIRED REDEMPTION DIRECTION FOR A REFINANCING REDEMPTION AND PROPOSED SUPPLEMENTAL INDENTURE To: The Holders of the Securities of Sound Point CLO IV, Ltd. and Sound Point CLO IV, Inc. listed on Schedule B, as of March 22, 2017, and the Addressees listed on Schedule A (Classes and CUSIP numbers * are listed on Schedule B and attached hereto) Ladies and Gentlemen: Reference is made to the Indenture, dated as of December 17, 2013 (as amended, the Indenture ) by and among Sound Point CLO IV, Ltd., as the issuer (the Issuer ), Sound Point CLO IV, Inc., as the co-issuer (the Co-Issuer and, together with the Issuer, the Issuers ), and Deutsche Bank Trust Company Americas, as the trustee (in such capacity, the Trustee ). Capitalized terms used but not otherwise defined in this Notice have the meanings given to them in the Indenture. I. Notice of Required Redemption Direction and Subordinated Noteholder Right to Object. The Trustee hereby notifies you that pursuant to Section 9.5(a) of the Indenture, the Collateral Manager has delivered a Required Redemption Direction to the Issuer, the Trustee and each Rating Agency, attached hereto as Exhibit A, directing a Proposed Refinancing Redemption (hereinafter defined) on or about April 21, 2017. Such Required Redemption Direction is subject to the written objection of a Majority of the Subordinated Notes. If a Holder of Subordinated Notes wishes to object to the Required Redemption Direction, it must * CUSIP numbers are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the CUSIP numbers, or the accuracy of any such numbers printed on the Securities or indicated in this notice.
provide its objection to the Trustee in writing (with a copy to the Issuer) within five Business Days of the delivery of this Notice, which is the date hereof. Any Holder of Subordinated Notes that does not object within five Business Days of the delivery of written notice of the Required Redemption Direction shall be deemed to have consented to such Required Redemption Direction. II. Notice of Partial Refinancing and Proposed First Supplemental Indenture. The Trustee hereby notifies you that (x) the Collateral Manager delivered the Required Redemption Direction to redeem one or more Classes of Secured Notes to be determined by the Collateral Manager in its sole discretion at a later date (such Notes, the Refinanced Notes ) from the issuance of replacement securities (the Proposed Refinancing Redemption ) on or about April 21, 2017 and (y) accordingly, in connection with the Proposed Refinancing Redemption, subject to satisfaction of the conditions precedent set forth in the Indenture, the Issuers propose to amend certain terms of the Indenture as set forth in the proposed first supplemental Indenture attached hereto as Exhibit B (the Supplemental Indenture ). Section 8.1(a)(v) of the Indenture provides that each of the Issuers, when authorized by Board Resolutions or Action by Manager, as applicable, and the Trustee at any time and from time to time may enter into one or more supplemental indentures subject to Rating Agency Confirmation, but without consent of the Holders of any Class to provide for and/or facilitate a Refinancing to the extent permitted by the Indenture, including without limitation to reflect the terms of a Refinancing. THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS OF THE SECURITIES IN RESPECT OF THE PROPOSED REFINANCING REDEMPTION OR THE SUPPLEMENTAL INDENTURE, ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OR SUFFICIENCY OF THE PROPOSED REFINANCING REDEMPTION OR THE SUPPLEMENTAL INDENTURE, AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE PROPOSED REFINANCING REDEMPTION OR THE SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR. The Supplemental Indenture will not be effective unless the Proposed Refinancing Redemption occurs and all conditions precedent under the Indenture have been satisfied. Recipients of this Notice should carefully consider the information contained in this Notice (including the accompanying Supplemental Indenture) together with, as applicable, their respective legal, regulatory, tax, accounting, investment and other advisors. This Notice does not furnish legal, regulatory, tax, accounting, investment or other advice to any recipient. Please contact Susan Anderson at Deutsche Bank Trust Company Americas at 714.247.6411 or susan.n.anderson@db.com with questions. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee - 2 -
SCHEDULE A Sound Point CLO IV, Ltd. c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, George Town Grand Cayman KY1-1102, Cayman Islands Attention: The Directors Telephone: +1 (345) 945-7099 Fax: +1 (345) 945-7100 Moody s Investors Service, Inc. Via e-mail to: cdomonitoring@moodys.com Fitch Ratings, Inc. Via e-mail to: cdo.surveillance@fitchratings.com 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: Sound Point CLO IV, Ltd. Sound Point CLO IV, Inc. c/o Puglisi & Associates 850 Library Avenue Suite 204 Newark, Delaware 19711 Attention: The Manager Sound Point Capital Management, LP 375 Park Avenue, 33rd Floor New York, NY 10152 Telecopier No.: +1 (212) 895-2289 Attention: Renée M. Gallizzo Irish Stock Exchange 28 Anglesea Street Dublin 2 Ireland Maples and Calder 75 St. Stephen s Green Dublin 2 Ireland Facsimile: +353 1 6192001 Email: dublindebtlisting@maplesandcalder.com [Schedule A]
SCHEDULE B Class Rule 144A Reg S Accredited Investor CUSIP* CUSIP* CUSIP* Class A Notes 83608L AC9 G82833 AB3 n/a Class B Notes 83608L AE5 G82833 AC1 n/a Class C Notes 83608L AG0 G82833 AD9 n/a Class D Notes 83608L AJ4 G82833 AE7 n/a Class E Notes 83608M AA1 G82832 AA7 n/a Class F Notes 83608M AC7 G82832 AB5 n/a Subordinated Notes 83608M AE3 G82832 AC3 83608M AF0 No representation is made as to the correctness of the CUSIP or ISIN numbers either as printed on the Securities or as contained in this notice. Such numbers are included solely for the convenience of the Holders. [Schedule B]
EXHIBIT A REQUIRED REDEMPTION DIRECTION [Exhibit A]
Sound Point Capital Management, LP 375 Park Avenue, 33 rd Floor New York, New York 10152 March 22, 2017 Sound Point CLO IV, Ltd. c/o MaplesFS Limited P.O. Box 1093, Boundary Hall Cricket Square, George Town Grand Cayman KY1-1102, Cayman Islands Attention: The Directors Deutsche Bank Trust Company Americas, as Trustee 1761 East St. Andrew Place Santa Ana, California 92705-4934 Attention: Structured Credit Services - Sound Point CLO IV, Ltd. Moody's Investors Service 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attention: CBO/CLO Monitoring Fitch Ratings, Inc. One State Street Plaza New York, New York 10004 Attention: CDO Surveillance Email: cdo.surveillance@fitchratings.com Re: Sound Point CLO IV, Ltd. Refinancing Redemption Reference is made to the Indenture, dated on December 17, 2013 (as supplemented, amended or modified from time to time, the "Indenture"), between Sound Point CLO IV, Ltd., Sound Point CLO IV, Inc. and Deutsche Bank Trust Company Americas, as trustee (together with any successor under the Indenture and, in such capacity, the "Trustee"). Pursuant to Section 9.5(a) of the Indenture, any Class or Classes of Secured Notes may be redeemed pursuant to a Refinancing Redemption upon delivery of the Required Redemption Direction from the Collateral Manager to undertake such Refinancing. All capitalized terms used but not defined herein shall have the meanings given them in the Indenture. Sound Point Capital Management, LP (the "Collateral Manager" or "Sound Point") desires to direct a Refinancing ("the Directed Refinancing") on or about April 21, 2017 of one or more Classes of Secured Notes to be determined by the Collateral Manager in its sole discretion at a later date but prior to the notice of Refinancing Redemption to be given pursuant to Section 9.7(a) of the Indenture. The Aggregate Outstanding Amount and expected Redemption Prices of the applicable Secured Notes are set forth on Schedule A hereto. Pursuant to this letter, the Collateral Manager hereby provides the Issuer, the Trustee and each Rating Agency with its direction to undertake the Refinancing Redemption. The Collateral Manager agrees that this letter constitutes the Required Redemption Direction from the Collateral Manager with respect to the Refinancing Redemption. LEGAL_US_E # 126861195.4
Sincerely, SOUND POINT CAPITAL MANAGEMENT, LP By: SPC Partners GP, LLC, its general partner By: Name: Stephen J. Ketchum Title: Managing Member
Page 3 SCHEDULE A Class Aggregate Outstanding Amount ($) Accrued Interest ($) Expected Redemption Price ($) Class A Notes 390,000,000.00 2,298,696 392,298,696 Class B Notes 69,000,000.00 445,486 69,445,486 Class C Notes 34,000,000.00 281,848 34,281,848 Class D Notes 32,500,000.00 360,775 32,860,775 Class E Notes 26,500,000.00 358,948 26,858,948 Class F Notes 16,500,000.00 241,646 16,741,646 LEGAL_US_E # 126861195.4
EXHIBIT B PROPOSED FIRST SUPPLEMENTAL INDENTURE [Exhibit B]
Subject to completion and amendment, draft dated March 22, 2017 FIRST SUPPLEMENTAL INDENTURE dated as of April [ ] 2017 among SOUND POINT CLO IV, LTD., as Issuer SOUND POINT CLO IV, INC., as Co-Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee to the Indenture, dated as of December 17, 2013, among the Issuer, the Co-Issuer and the Trustee LEGAL_US_E # 126861220.5
This FIRST SUPPLEMENTAL INDENTURE, dated as of April [ ], 2017 (this "Supplemental Indenture"), among Sound Point CLO IV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Issuer (the "Issuer"), Sound Point CLO IV, Inc., a company organized under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), is entered into pursuant to the terms of the Indenture, dated as of December 17, 2013, among the Issuer, the Co-Issuer and the Trustee (as amended, modified or supplemented from time to time, the "Indenture"). Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture. PRELIMINARY STATEMENT WHEREAS, pursuant to Section 8.1(a)(v) of the Indenture, the Co-Issuers, when authorized by Board Resolutions or Action by Manager and the Trustee, at any time and from time to time subject to the requirements of Article VIII of the Indenture, may enter into one or more supplemental indentures to provide for and/or facilitate an Optional Redemption, a Refinancing or the issuance of Additional Securities to the extent permitted by the Indenture prior to such supplemental indenture, including without limitation to reflect the terms of a Refinancing; WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture necessary to issue replacement securities in connection with a Refinancing Redemption of certain Classes of Secured Notes pursuant to Section 9.5 of the Indenture through the issuance on the date of this Supplemental Indenture of the classes of securities set forth in Section 1(a) below; WHEREAS, all of the Outstanding [Class A Notes, Class B Notes, Class C Notes, Class D Notes, Class E Notes and Class F Notes] issued on December 17, 2013 are being redeemed simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; WHEREAS, (i) pursuant to Section 9.5(a) of the Indenture, the Issuer has received a Required Redemption Direction from the Collateral Manager to cause the redemption of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes via Refinancing Redemption and a Majority of the Subordinated Notes has not provided written objection within five Business Days of the delivery of the Required Redemption Direction and (ii) the conditions thereto set forth in Section 9.5(b) of the Indenture have been satisfied; WHEREAS, pursuant to Section 8.3(b) of the Indenture, the Trustee has delivered an initial copy of this Supplemental Indenture to the Collateral Manager, the Securityholders and each Rating Agency at least 30 calendar days prior to the execution thereof; WHEREAS, the Co-Issuers have determined that the conditions set forth in the Indenture for entry into a supplemental indenture pursuant to Section 8.1(a)(v) of the Indenture have been satisfied; and WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Replacement Note (as defined in Section 1(a) below) will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee. NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the Co-Issuers and the Trustee hereby agree as follows: LEGAL_US_E # 126861220.5 1
SECTION 1. Terms of the Replacement Notes and Amendments to the Indenture. (a) The Co-Issuers shall issue replacement securities (referred to herein as the "Replacement Notes") the proceeds of which shall be used to redeem the [Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes] 1 issued under the Indenture on December 17, 2013 (such Notes, the "Refinanced Notes"). The Replacement Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows: Replacement Notes Class Principal Amount (U.S.$) Interest Rate Stated Maturity Date (Payment Date in) Expected Moody's Rating Expected Fitch Rating Class A-R Notes 390,000,000 LIBOR plus [ ]% Class B-R Notes 69,000,000 LIBOR plus [ ]% January 2026 [Aaa (sf)] [AAA sf] January 2026 At least [Aa2 (sf)] N/A Class C-R Notes 34,000,000 LIBOR plus [ ]% January 2026 At least [A2 (sf)] N/A Class D-R Notes 32,500,000 LIBOR plus [ ]% January 2026 At least [Baa3 (sf)] N/A Class E-R Notes 26,500,000 LIBOR plus [ ]% January 2026 At least [Ba3 (sf)] N/A Class F-R Notes 16,500,000 LIBOR plus [ ]% January 2026 At least [B2 (sf)] N/A (b) The issuance date of the Replacement Notes and the redemption date of the Refinanced Notes shall be April [21], 2017 (the "Refinancing Redemption Date"). Payments on the Replacement Notes issued on the Refinancing Redemption Date will be made on each Payment Date, commencing on the Payment Date in July 2017. (c) Effective as of the date hereof, the Indenture shall be amended as follows: 1. The following definitions in Appendix A are deleted in their entirety and replaced with the following: "On or about December 17, 2013 or, as used with respect to the Replacement Notes in the definition of "Interest Accrual Period", the Refinancing Redemption Date (the "Closing Date")." 1 The modifications set forth in this draft Supplemental Indenture may be revised, in form acceptable to the Co-Issuers, the Collateral Manager and the Trustee, in the event one or more Classes of Notes identified herein will not be redeemed on the Refinancing Redemption Date. LEGAL_US_E # 126861220.5 2
"Morgan Stanley & Co. LLC, with respect to the Notes, except for the Subordinated Notes offered and sold to Knowledgeable Employees and certain other investors identified by the Collateral Manager, and with respect to the Replacement Notes (the "Initial Purchaser" and the "Refinancing Initial Purchaser")." 2. The definition of "Offering Memorandum" in Section 1.1 of the Base Indenture is deleted in its entirety and replaced with the following: ""Offering Memorandum": The final offering memorandum in connection with the offer and sale of the Securities or, with respect to the Replacement Notes, the final offering circular dated April [ ], 2017, in each case, as the same may be supplemented or otherwise modified from time to time." 3. The following new definitions, as set forth below, are added to Appendix B of the Indenture in alphabetical order: ""Class A Notes": Prior to the Refinancing Redemption Date, the Class A Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class A-R Notes." ""Class A-R Notes": The Class A-R Senior Secured Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet." ""Class B Notes": Prior to the Refinancing Redemption Date, the Class B Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class B-R Notes." ""Class B-R Notes": The Class B-R Senior Secured Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet." ""Class C Notes": Prior to the Refinancing Redemption Date, the Class C Mezzanine Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class C-R Notes." ""Class C-R Notes": The Class C-R Mezzanine Secured Deferrable Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet." ""Class D Notes": Prior to the Refinancing Redemption Date, the Class D Mezzanine Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class D-R Notes." ""Class D-R Notes": The Class D-R Mezzanine Secured Deferrable Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet." LEGAL_US_E # 126861220.5 3
""Class E Notes": Prior to the Refinancing Redemption Date, the Class E Junior Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class E-R Notes." ""Class E-R Notes": The Class E-R Junior Secured Deferrable Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet." ""Class F Notes": Prior to the Refinancing Redemption Date, the Class F Junior Secured Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in the Term Sheet, and on and after the Refinancing Redemption Date, the Class F-R Notes." ""Class F-R Notes": The Class F-R Junior Secured Deferrable Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet." ""Replacement Notes": The Class A-R Notes, the Class B-R Notes, the Class C-R Notes, the Class D-R Notes, the Class E-R Notes and the Class F-R Notes." ""Refinancing Purchase Agreement": The purchase agreement dated as of [ ], 2017, by and among the Co-Issuers and the Refinancing Initial Purchaser related to the purchase of the Replacement Notes." ""Refinancing Redemption Date": April [21], 2017." 4. The first sentence of Section 9.5(a) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided that no Refinancing or re-pricing of the Replacement Notes shall be permitted". 5. On and after the Refinancing Redemption Date, the table appearing in the section "Term Sheet Securities" in Appendix A of the Indenture shall be modified by adding the following table: Class Designations Priority Level Class A-R Notes Senior Notes; Secured Notes Principal Balance (U.S.$) Interest Rate 2 First 2 $390,000,000 LIBOR plus [ ]% Ratings (Fitch/Moody's ) "[AAAsf" / "Aaa (sf)]" ERISA Restricted Status Not ERISA Restricted Class B-R Notes Senior Notes; Secured Notes Second $69,000,000 LIBOR plus [ ]% NR / "[Aa2 (sf)]" Not ERISA Restricted Class C-R Notes Mezzanine Notes; Deferrable Notes; Secured Notes Third $34,000,000 LIBOR plus [ ]% NR / "[A2 (sf)]" Not ERISA Restricted Class D-R Notes Mezzanine Notes; Deferrable Notes; Secured Notes Fourth $32,500,000 LIBOR plus [ ]% NR / "[Baa3 (sf)]" Not ERISA Restricted LEGAL_US_E # 126861220.5 4
Class E-R Notes Junior Notes; Deferrable Notes; Secured Notes Fifth $26,500,000 LIBOR plus [ ]% NR / "[Ba3 (sf)]" ERISA Restricted Class F-R Notes Junior Notes; Deferrable Notes; Secured Notes Sixth $16,500,000 LIBOR plus [ ]% NR / "[B2 (sf)]" ERISA Restricted 6. On and after the Refinancing Redemption Date, references to "the Purchase Agreement" in Section 7.5(d) and Section 7.12, are deleted and replaced with "the Refinancing Purchase Agreement, the Purchase Agreement". 7. On and after the Refinancing Redemption Date, footnote 2 appearing in the table in the section "Term Sheet Summary of Terms Securities" in Appendix A of the Indenture is amended by inserting the following at the first sentence thereof: "The Class X Notes were paid in full on the Payment Date in [ ] and are no longer Outstanding." 8. Exhibit A-2 to the Indenture is amended with respect to the Class A Notes by: (A) replacing all references to "Class A" with "Class A-R"; (B) deleting "commencing in April 2014" and inserting "commencing in April 2014 or, in the case of the Replacement Notes, in July 2017"; (C) deleting "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")"; and (D) deleting "LIBOR plus 1.37" and inserting "LIBOR plus [ ]". 9. Exhibit A-3 to the Indenture is amended by: (A) replacing all references to "Class B" with "Class B-R"; (B) deleting "commencing in April 2014" and inserting "commencing in April 2014 or, in the case of the Replacement Notes, in July 2017"; (C) deleting "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")"; and (D) deleting "LIBOR plus 1.60" and inserting "LIBOR plus [ ]". 10. Exhibit A-4 to the Indenture is amended by: (A) replacing all references to "Class C" with "Class C-R"; LEGAL_US_E # 126861220.5 5
(B) deleting "commencing in April 2014" and inserting "commencing in April 2014 or, in the case of the Replacement Notes, in July 2017"; (C) deleting "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")"; and (D) deleting "LIBOR plus 2.35" and inserting "LIBOR plus [ ]". 11. Exhibit A-5 to the Indenture is amended by: (E) replacing all references to "Class D" with "Class D-R"; (F) deleting "commencing in April 2014" and inserting "commencing in April 2014 or, in the case of the Replacement Notes, in July 2017"; (G) deleting "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")"; and (H) deleting "LIBOR plus 3.50" and inserting "LIBOR plus [ ]". 12. Exhibit A-6 to the Indenture is amended by: (I) replacing all references to "Class E" with "Class E-R"; (J) deleting "commencing in April 2014" and inserting "commencing in April 2014 or, in the case of the Replacement Notes, in July 2017"; (K) deleting "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")"; and (L) deleting "LIBOR plus 4.50" and inserting "LIBOR plus [ ]". 13. Exhibit A-7 to the Indenture is amended by: (A) replacing all references to "Class F" with "Class F-R"; (B) deleting "commencing in April 2014" and inserting "commencing in April 2014 or, in the case of the Replacement Notes, in July 2017"; (C) deleting "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")"; and (D) deleting "LIBOR plus 4.95" and inserting "LIBOR plus [ ]". LEGAL_US_E # 126861220.5 6
SECTION 2. Issuance and Authentication of Replacement Notes; Cancellation of Refinanced Notes. (a) The Co-Issuers hereby direct the Trustee to deposit in the Payment Account the proceeds of the Replacement Notes received on the Refinancing Redemption Date in an amount necessary to pay the Redemption Prices of the Refinanced Notes in accordance with Section 9.5 of the Indenture. (b) The Replacement Notes shall be issued as Rule 144A Global Notes and Regulation S Global Notes 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) Officers' Certificate. An Officer's certificate of each of the Co-Issuers (A) evidencing the authorization by Board Resolution of the execution and delivery of this Supplemental Indenture and the Refinancing Purchase Agreement and the issuance and delivery of the Replacement Notes and the execution and authentication of each required Certificate and (B) certifying that (1) the attached copy of such Board Resolution is a true and complete copy thereof, (2) such resolutions have not been rescinded and are in full force and effect on and as of the Refinancing Redemption Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (ii) No Governmental Approvals Required. Either (A) an Officer's certificate of each of the Co-Issuers 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 that the Trustee is entitled to rely thereon and that no other authorization, approval or consent of any governmental body is required for the valid performance by the Co- Issuers of their obligations under the Transaction Documents, except as may have been previously given or (B) an opinion of counsel that no such authorization, approval or consent of any governmental body is required for the performance by the Co-Issuers of their obligations under the Transaction Documents except as may have been given. (iii) U.S. Counsel Opinions. Opinions of Paul Hastings LLP, special U.S. counsel to the Co-Issuers, dated the Refinancing Redemption Date. (iv) Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman Islands counsel to the Issuer, dated the Refinancing Redemption Date. (v) Trustee Opinion. An opinion of Nixon Peabody LLP, counsel to the Trustee, dated the Refinancing Redemption Date. (vi) No Default. An Officer's certificate of each of the Co-Issuers stating that (A) it is not in Default under the Indenture; (B) the issuance of the Replacement Notes will not result in 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; (C) no Event of Default shall have occurred and be continuing; (D) all of the representations and warranties given by it and contained in the Indenture are true and correct as of the Refinancing Redemption Date; (E) all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of the Replacement Notes applied for have been complied with; and (F) all expenses due or accrued with respect to the offering of such Replacement Notes or relating LEGAL_US_E # 126861220.5 7
to actions taken on or in connection with the Refinancing Redemption Date have been paid or reserves therefor have been made. (vii) 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, as applicable, and confirming that such Rating Agency's rating of the Replacement Notes is as set forth in Section 1(a) of this Supplemental Indenture. (c) On the Refinancing Redemption Date specified above, the Trustee, as custodian of the Global Notes, shall cause all Global Notes representing the Refinanced Notes to be surrendered for redemption and shall request the Refinanced Notes to be cancelled in accordance with Section 2.9 of the Indenture. SECTION 3. Noteholder Consent. 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, as amended hereby, set forth in this Supplemental Indenture and the execution of the Co-Issuers and the Trustee hereof. SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. SECTION 5. Waiver of Jury Trial. The Trustee, the Holders, each beneficial owner (by their acceptance of the Securities) and each of the Co-Issuers each hereby knowingly, voluntarily and intentionally waives (to the extent permitted by applicable law) any rights it may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, this Supplemental Indenture, the Securities or any other related documents, or any course of conduct, course of dealing, statements (whether verbal or written), or actions of the Trustee or either of the Co-Issuers. This provision is a material inducement for the Trustee, each Holder, each beneficial owner and each of the Co-Issuers to enter into this Supplemental Indenture. SECTION 6. 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 email or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture. SECTION 7. 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 LEGAL_US_E # 126861220.5 8
every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee, including but not limited to provisions regarding indemnification. SECTION 8. 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. SECTION 9. 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. SECTION 10. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. SECTION 11. Direction to the Trustee. The Issuer hereby 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. SECTION 12. 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. LEGAL_US_E # 126861220.5 9
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture as of the date first written above. EXECUTED as a DEED by SOUND POINT CLO IV, LTD., as Issuer By: Name: Title: SOUND POINT CLO IV, INC., as Co-Issuer By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Name: Title: LEGAL_US_E # 126861220.3
CONSENTED TO: SOUND POINT CAPITAL MANAGEMENT, LP, as Collateral Manager By: Name: Title: LEGAL_US_E # 126861220.3