Global Corporate Trust Services 8 Greenway Plaza, Suite 1100 Houston, Texas 77046 Notice to Holders of Notes and TRINITAS CLO II, LTD., and as applicable, TRINITAS CLO II LLC Class CUSIP/ISIN 1 Class X Notes 89640RAA7 / G90601AA6 / USG90601AA61 Class A-1 Notes Class A-2 Notes Class B-1 Notes Class B-2 Notes Class C Notes Class D Notes Class E Notes Class F Notes Subordinated Notes Fee Notes Combination Notes 89640RAC3 / G90601AB4 / USG90601AB45 89640RAE9 / G90601AC2 / USG90601AC28 89640RAG4 / G90601AD0 / USG90601AD01 89640RAJ8 / G90601AE8 / USG90601AE83 89640RAL3 / G90601AF5 / USG90601AF58 89640RAN9 / G90601AG3 / USG90601AG32 89640TAA3 / G9060NAA8 / USG9060NAA84 89640TAC9 / G9060NAB6 / USG9060NAB67 89640TAG0 / G9060NAD2 / USG9060NAD24/ 89640TAH8 89640TAE5 / G9060NAC4 / USG9060NAC41 89640RAQ2 / G90601AH1 / USG90601AH15 and notice to the parties listed on Schedule A attached hereto. PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Notice of Optional Redemption by Refinancing and Revised Proposed Supplemental Indenture Reference is made to (i) that certain Indenture, dated as of August 4, 2014 (as amended, modified or supplemented through the date hereof, the Indenture ), by and among Trinitas CLO II, Ltd., an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands, as issuer (the Issuer ),Trinitas CLO II LLC, a limited liability company organized and existing under the laws of the State of Delaware, as co-issuer (the Co-Issuer ), and U.S. Bank National Association, as trustee (the Trustee ) and (ii) that certain Notice of Proposed Supplemental Indenture, dated May 19, 2017 (the First Notice ). Capitalized terms not defined herein shall have the meanings given to them in the Indenture. Pursuant to Section 9.2(b) of the Indenture, the Trustee hereby provides notice of an Optional Redemption by Refinancing of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes and Class B-2 Notes, as follows: i) The Redemption Date will be June 15, 2017. 1 The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or correctness of CUSIP/ISIN numbers printed on any Notes or as indicated in this notice.
ii) The Record Date is May 31, 2017. iii) The Aggregate Outstanding Amount and Redemption Price of the Notes to be redeemed are as follows: Class Aggregate Outstanding Amount Redemption Price Class A-1 Notes Class A-2 Notes Class B-1 Notes Class B-2 Notes $165,750,000.00 $166,409,675.61 $83,000,000.00 $83,375,224.46 $42,750,000.00 $42,956,575.08 $21,000,000.00 $21,119,027.98 Combination Notes 2 (2) (2) iv) The amount payable in respect of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes and Class B-2 Notes is limited to the applicable Redemption Price. v) The Physical Securities to be redeemed are to be surrendered for payment of the Redemption Price at the address below. The Redemption Price of the Physical Securities will be payable upon presentation at the following address: U.S. Bank National Association Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107-1402 Attention: Bondholder Services EP-MN-WS2N Trinitas CLO II, Ltd. vi) As provided in the Indenture, the Optional Redemption by Refinancing may be cancelled upon the occurrence of certain conditions. Additionally, as more fully described in the First Notice, the Issuer has proposed the Proposed Supplemental Indenture (as defined in the First Notice) relating to a Refinancing of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes and the Class B-2 Notes in accordance with Section 9.1(a) of the Indenture. At the direction of the Issuer, the Trustee hereby provides notice of certain modifications to the Proposed Supplemental Indenture. A copy of a redline of the Proposed Supplemental Indenture showing what has been added and deleted since the date of the First Notice is attached hereto as Exhibit 2 The Combination Notes will be redeemed on the Redemption Date to the extent that an Underlying Class is redeemed. -2-
A (illustrated as added text and deleted text) and a full copy is attached hereto as Exhibit B. The proposed date of execution of the Proposed Supplemental Indenture is June 15, 2017. Please note that the Optional Redemption by Refinancing and the execution of the Proposed Supplemental Indenture is subject to the satisfaction of certain conditions set forth in the Indenture, including, without limitation, the conditions set forth in Section 9.1 of the Indenture. The Trustee does not express any view on the merits of, and does not make any recommendation (either for or against) with respect to, the Proposed Supplemental Indenture or the proposed Optional Redemption by Refinancing and gives no investment, tax or legal advice. Each Holder should seek advice from its own counsel and advisors based on the Holder s particular circumstances. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Trustee as their sole source of information. The Trustee expressly reserves all rights under the Indenture, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities owing or to become owing to the Trustee, compensation for Trustee time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Indenture, and its right, prior to exercising any rights or powers vested in it by the Indenture at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise. This notice is being sent to Holders by U.S. Bank National Association in its capacity as Trustee. Holders with questions regarding this notice should direct their inquiries, in writing, to Annye Hua, U.S. Bank National Association, Global Corporate Trust Services, 8 Greenway Plaza, Suite 1100, telephone (713) 212-3709, or via email at annye.hua@usbank.com. U.S. BANK NATIONAL ASSOCIATION, June 1, 2017 AS TRUSTEE -3-
SCHEDULE A Trinitas CLO II, Ltd. c/o Estera Trust (Cayman) Limited Clifton House, 75 Fort Street, PO Box 1350 Grand Cayman KY1-1108, Cayman Islands Attention: The Directors, Facsimile no.: +1 (345) 949-4901 Trinitas CLO II LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware, 19711 Facsimile no.: (302) 738-7210 Email: dpuglisi@puglisiassoc.com Triumph Capital Advisors, LLC 12700 Park Central, Suite 1700 Dallas, Texas 75251 Facsimile no.: (214) 217-4640 Attention: Gibran Mahmud Email: gmahmud@trimphllc.com Napier Park Global Capital (US) LP 280 Park Avenue, 3 rd Floor New York, New York 10017 Attention: Daniel Slotkin Telephone no.: (212) 235-0760 Facsimile no.: (646) 205-6266 Email: daniel.a.slotkin@napierparkglobal.com with a copy to: Scott Lorinsky Telephone no.: (212) 235-0756 Facsimile no.: (646) 205-6261 Email: scott.lorinsky@napierparkglobal.com Moody s Investors Service, Inc. 250 Greenwich St. 7 World Trade Center New York, New York 10007 Attention: CBO/CLO Monitoring Email: CDOMonitoring@moodys.com S&P Global Ratings 55 Water Street, 41st Floor New York, New York 10041 Attention: Asset Backed-CBO/CLO Surveillance Email: CDO_Surveillance@spglobal.com McCann FitzGerald Listing Services Limited Riverside One, Sir John Rogerson s Quay Dublin 2 Ireland Facsimile no.: (353) 829-0010 Email: Tony.Spratt@McCannFitzgerald.ie Companies Announcements Office Email: announcements@ise.ie
EXHIBIT A [Redline of Revised Proposed Supplemental Indenture]
Draft 5.19.20176.1.2017 639905v58 This REFINANCING SUPPLEMENTAL INDENTURE (this Supplemental Indenture ) dated as of [ ]June 15, 2017 to the Indenture dated as of August 4, 2014 ([as previously supplemented by the FirstFee Note Supplemental Indenture, dated as of [ ], 2017,] 1 the Indenture ) is entered into between Trinitas CLO II, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), Trinitas CLO II 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 U.S. Bank 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. WITNESSETH: WHEREAS, pursuant to Section 8.1(a)(vi) of the Indenture, the Trustee and the Co-Issuers may enter into one or more indentures supplemental to the Indenture to provide for and/or facilitate the issuance of Additional Notes to the extent permitted by Section 9.1 of the Indenture and to extend to such Additional Notes (to the extent explicitly provided in the Indenture) the benefits and provisions of the Indenture, subject to certain other conditions as set forth in the Indenture; WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this Supplemental Indenture to effect a Refinancing through the issuance of the 2017 Replacement Notes 12 (as defined below) and to make further changes as set forth in this Supplemental Indenture; and WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Section 8.1(a)(vi) of the Indenture have been satisfied; NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows: 1 [Note to Draft: Prior to the Refinancing Date, the Indenture may be amended pursuant to the Fee Note Supplemental Indenture to cancel the Fee Notes issued on the Original Closing Date. If the Fee Note Supplemental Indenture is not entered into prior to the Refinancing Date, the Fee Notes will not be cancelled and will remain Outstanding on the Refinancing Date, and any references to the Fee Note Supplemental Indenture will be removed.] 12 [Note to Draft: Prior to the Refinancing Date, a Majority of the Subordinated Notes may withdraw the notice of refinancing with respect to any Class of Notes. In that event, the related Class of 2017 Replacement Notes and all related references will be removed from this Supplemental Indenture.] 1
1. Amendment. Effective as of the date hereof, the following amendments are made to the Indenture: (a) The Table of Contents is amended by deleting the text corresponding to Exhibit A in its entirety and replacing it with the following: Exhibit A Exhibit A-1 Exhibit A-2 Exhibit A-2R Exhibit A-3 Exhibit A-3R Exhibit A-4 Exhibit A-4R Exhibit A-5 Exhibit A-5R Exhibit A-6 Exhibit A-6R7 Exhibit A-78 Exhibit A-7R9 Exhibit A-810 Exhibit A-911 Exhibit A-10 Exhibit A-11 Exhibit A-12 Form of Class X Note Form of Class A-1 Note Form of Class A-1R Note Form of Class A-2 Note Form of Class A-2R Note Form of Class B-1 Note Form of Class B-1R Note Form of Class B-2 Note Form of Class B-2R Note Form of Class C Note Form of Class C-RD Note Form of Class DE Note Form of Class D-RF Note Form of Class ESubordinated Note Form of Class FFee Note Form of Subordinated Note Form of Fee Note Form of Combination Note (b) Section 1.1 of the Indenture is amended as follows: (i) The following definitions are deleted in their entirety and replaced by the following: Class A-1 Note : Prior to the Refinancing Date, each of the Class A-1 Floating Rate Notes issued by the Co-Issuers, authenticated by the Trustee or any Authenticating Agent and designated as a Class A-1 Note pursuant to this Indenture, and on and after the Refinancing Date, each of the Class A-1R Notes. Class A-2 Note : Prior to the Refinancing Date, each of the Class A-2 Floating Rate Notes issued by the Co-Issuers, authenticated by the Trustee or any Authenticating Agent and designated as a Class A-2 Note pursuant to this Indenture, and on and after the Refinancing Date, each of the Class A-2R Notes. Class B-1 Note : Prior to the Refinancing Date, of the Class B-1 Floating Rate Notes issued by the Co-Issuers, authenticated by the Trustee or any Authenticating Agent and designated as a Class B-1 2
Note pursuant to this Indenture, and on and after the Refinancing Date, each of the Class B-1R Notes. Class B-2 Note : Prior to the Refinancing Date, each of the Class B-2 Floating Rate Notes issued by the Co-Issuers, authenticated by the Trustee or any Authenticating Agent and designated as a Class B-2 Note pursuant to this Indenture, and on and after the Refinancing Date, each of the Class B-2R Notes. Class C Note : Prior to the Refinancing Date, each of the Class C Deferrable Floating Rate Notes issued by the Co-Issuers, authenticated by the Trustee or any Authenticating Agent and designated as a Class C Note pursuant to this Indenture, and on and after the Refinancing Date, each of the Class C-R Notes. Class D Note : Prior to the Refinancing Date, each of the Class D Deferrable Floating Rate Notes issued by the Co-Issuers, authenticated by the Trustee or any Authenticating Agent and designated as a Class D Note pursuant to this Indenture, and on and after the Refinancing Date, each of the Class D-R Notes. Designated Maturity : With respect to the Floating Rate Notes, three months (except that the available rate for such period, or if no such rate is available, the rate determined by linear interpolation based on the next shorter period of time for which rates are available and the rate for the next longer period of time for which rates are available will apply for the calculation period related to the first Payment Date and, solely with respect to the 2017 Replacement Notes, the period from the Refinancing Date to but excluding the July 2017 Payment Date). Offering Memorandum : With respect to (a) the Securities issued on the Closing Date, the final offering memorandum for the Securities dated July 30, 2014 and (b) the 2017 Replacement Notes issued on the Refinancing Date, the final offering memorandum for the 2017 Replacement Notes dated on or about June [7], 2017. Placement Agency Agreement : With respect to (a) the Closing Date, the Placement Agency Agreement dated as of the Closing Date between the Issuer, the Co-Issuer and the Placement Agent and (b) the Refinancing Date, the Placement Agency Agreement dated on or before the pricing date related to the Refinancing Date between the Issuer, the Co-Issuer and the Placement Agent. (ii) The following new definitions, as set forth below, are added to Section 1.1 of the Indenture in alphabetical order: 3
Class A-1R Note : Each of the Class A-1R Floating Rate Notes issued pursuant to this Indenture on the Refinancing Date and having the characteristics specified in Section 2.3. Class A-2R Note : Each of the Class A-2R Floating Rate Notes issued pursuant to this Indenture on the Refinancing Date and having the characteristics specified in Section 2.3. Class B-1R Note : Each of the Class B-1R Floating Rate Notes issued pursuant to this Indenture on the Refinancing Date and having the characteristics specified in Section 2.3. Class B-2R Note : Each of the Class B-2R Floating Rate Notes issued pursuant to this Indenture on the Refinancing Date and having the characteristics specified in Section 2.3. Class C-R Note : Each of the Class C-R Deferrable Floating Rate Notes issued pursuant to this Indenture on the Refinancing Date and having the characteristics specified in Section 2.3. Class D-R Note : Each of the Class D-R Deferrable Floating Rate Notes issued pursuant to this Indenture on the Refinancing Date and having the characteristics specified in Section 2.3. Refinancing Date : [ ]June 15, 2017. 2017 Replacement Notes : The Class A-1R Notes, the Class A-2R Notes, the Class B-1R Notes, and the Class B-2R Notes, the Class C-R Notes and [the Class D-R Notes]. U.S. Risk Retention Rules : Section 15G of the Exchange Act and its implementing rules and regulations. (iii) The definition of Interest Period is amended by adding immediately after the first sentence: ; provided that any interest-bearing notes issued after the Closing Date in accordance with the terms of this Indenture shall accrue interest during the Interest Period in which such Additional Notes are issued from and including the applicable date of issuance of such Additional Notes to, but excluding, the last day of such Interest Period at the applicable Interest Rate (c) The following new clause (k) is added to Section 1.2 of the Indenture: (k) For all purposes under this Indenture other than calculating the Interest Rates applicable to the 2017 Replacement Notes, with respect to the period 4
from the Refinancing Date to the Payment Date in July 2017, LIBOR shall mean LIBOR applicable to the Class E Notes. (d) The table in Section 2.1(a) of the Indenture is deleted in its entirety and replaced by the following: Class Exhibit Class X Note Exhibit A-1 Class A-1 Note Exhibit A-2 Class A-1R Note Exhibit A-2R Class A-2 Note Exhibit A-3 Class A-2R Note Exhibit A-3R Class B-1 Note Exhibit A-4 Class B-1R Note Exhibit A-4R Class B-2 Note Exhibit A-5 Class B-2R Note Exhibit A-5R Class C Note Exhibit A-6 Class C-R Note Exhibit A-6R Class D Note Exhibit A-7 Class D-R Note Exhibit A-7R Class E Note Exhibit A-8 Class F Note Exhibit A-9 Subordinated Note Exhibit A-10 Fee Note Exhibit A-11 Combination Note Exhibit A-12 (e) The table in Section 2.2(b) of the Indenture is amended by inserting each row below (other than the first row) as a new row immediately following the row for the related Notes being refinanced. With respect to the rows with the designation Class A-1 Notes, Class A-2 Notes, Class B-1 Notes, and Class B-2 Notes, Class C Notes and Class D Notes, each row is amended by deleting the information in all columns to the right of Designation and replacing it, in each case, with N/A. Designation Principal Amount Interest Rate * Stated Maturity (U.S.$) Class A-1R Notes 165,750,000 LIBOR + July 15, 2026 [1.27]1.18% [*] Class A-2R Notes 83,000,000 LIBOR + [1.60]1.18% *] July 15, 2026 July 15, 2026 July 15, 2026 Class B-1R Notes 42,750,000 LIBOR + [1.79]1.65% [*] Class B-2R Notes 21,000,000 LIBOR + [2.30]1.65% [*] Class C-R Notes 22,000,000 LIBOR + [2.81]% [*] July 15, 2026 Class D-R Notes 20,250,000 LIBOR + [3.80]% [*] July 15, 2026 5
[* Note to Draft: The spread over LIBOR applicable to each class of 2017 Replacement Notes will be less than or equal to the spread over LIBOR shown in the above table.] (f) Section 2.2(h) of the Indenture is amended as follows: (i) the following is inserted immediately after On or after the 40th day after the later of : (i) with respect to the Co-Issued Securities issued on the Closing Date, (ii) the following is inserted immediately after the commencement of the offering of the Co-Issued Securities : and (ii) with respect to the 2017 Replacement Notes issued on the Refinancing Date, the Refinancing Date and the commencement of the offering of such 2017 Replacement Notes (g) Section 2.5(c)(ii) of the Indenture is amended by adding immediately after (B) otherwise until 40 days after the Closing Date : (or, with respect to the 2017 Replacement Notes issued on the Refinancing Date, the Refinancing Date) (h) A new section Section 9.1(f) shall be added as follows: with: (i) Notwithstanding anything to the contrary in this Section 9.1, the 2017 Replacement Notes issued on the Refinancing Date may not be subject to a Refinancing after the Refinancing Date, except to the extent that a change in law, rule or regulation or regulatory guidance following the Refinancing Date which would result in the U.S. Risk Retention Rules not requiring retention of risk in connection with a refinancing, as determined by the Asset Manager (based on written advice of nationally recognized counsel experienced in such matters).. Clause (b) of Section 14.3 of the Indenture is deleted in its entirety and replaced (ii) the Issuer at Trinitas CLO II, Ltd., c/o Estera Trust (Cayman) Limited, Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands, Attention: The Directors, facsimile no. (345) 949-4901, email: sf@estera.com; with: (j) Clause (f) of Section 14.3 of the Indenture is deleted in its entirety and replaced 6
(vii) the Administrator at Estera Trust (Cayman) Limited, Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands, facsimile no. (345) 949-4901, email: sf@estera.com; (k) The forms of 2017 Replacement Notes to be attached hereto on or prior to the Refinancing Date as Exhibit A-2R, Exhibit A-3R, Exhibit A-4R, and Exhibit A-5R, Exhibit A- 6-R and Exhibit A-7R will be conformed to the changes described in this Supplemental Indenture. (l) Each of Exhibits B-1 through B-6 and C of the Indenture is amended by adding immediately prior to the Indenture : as supplemented or amended from time to time in accordance with its terms (m) Exhibit B-1 of the Indenture is amended by adding as the new last sentence of the third paragraph: In the case of a transfer of a beneficial interest in a Temporary Global Security of any Class of Co-Issued Securities, such interest is not transferrable to a person that takes delivery in the form of an interest in a Rule 144A Global Security until on or after the 40th day after the later of the Refinancing Date and the commencement of the offering of the 2017 Replacement Notes. (n) Exhibit B-3 of the Indenture is amended by adding as the new last sentence of the second paragraph: In the case of a transfer of a beneficial interest in a Temporary Global Security of any Class of Co-Issued Securities, such interest is not transferable to a person that takes delivery in the form of an interest in a Rule 144A Global Security or to a U.S. person that takes delivery of a Physical Security until on or after the 40th day after the later of the Refinancing Date and the commencement of the offering of the 2017 Replacement Notes. (o) Exhibits B-5 and B-6 of the Indenture are amended by deleting c/o Appleby Trust (Cayman) Ltd. and replacing it with: c/o Estera Trust (Cayman) Limited 2. Consent of Holders to Replacement Notes Each Holder or beneficial owner of a 2017 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. 7
3. Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH 2017 REPLACEMENT NOTE SHALL BE GOVEREND BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 4. 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. 5. 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. 6. 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. 7. Execution, Delivery and Validity. Each of the Co-Issuers represents and warrants to the Trustee that 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. 8
8. Amended and Restated Indenture. This Supplemental Indenture may be incorporated into an Amended and Restated Indenture. 9. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 10. 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. 9
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. Executed as a Deed by: TRINITAS CLO II, LTD. as Issuer By: Name: Title: In the presence of: Witness: Name: Occupation: Title: TRINITAS CLO II LLC as Co-Issuer By: Name: Title: U.S. BANK NATIONAL ASSOCIATION as Trustee By: Name: Title:
Exhibits [to be attached to executed versioncontinued on next page]
Exhibit A-2R CGSH Draft 06/01/2017 Doc#641441v5 FORM OF CLASS A-1R NOTE ([PHYSICAL/RULE 144A GLOBAL/TEMPORARY GLOBAL/REGULATION S GLOBAL]) Exhibit A-2R THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS OF THE INDENTURE REFERRED TO BELOW. THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), AND NEITHER OF THE CO-ISSUERS HAS BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE INVESTMENT COMPANY ACT ). THIS SECURITY AND INTERESTS HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED PURCHASER (FOR PURPOSES OF THE INVESTMENT COMPANY ACT) THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(i)(D) OR (A)(1)(i)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN, PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, OR (2) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO BELOW, AND IN EACH CASE WHICH MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT EXCEPTION, (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (C) IN AN AUTHORIZED DENOMINATION FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT. EACH PURCHASER OF THIS SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE, OR, IF REQUIRED UNDER THE INDENTURE, MUST DELIVER A TRANSFER CERTIFICATE IN THE FORM PROVIDED IN THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY INELIGIBLE HOLDER (AS DEFINED IN THE INDENTURE) OR ANY HOLDER THAT FAILS TO PROVIDE INFORMATION RELATING TO COMPLIANCE BY THE CO-ISSUERS WITH CERTAIN TAX REQUIREMENTS TO SELL ITS INTEREST IN THE SECURITIES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER. [To be included in Global Securities only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( DTC ), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY IN WHOLE, BUT NOT IN PART, SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.] THE PRINCIPAL AMOUNT OF THIS SECURITY IS PAYABLE AS SET FORTH HEREIN. THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SECURITY AT ANY TIME MAY DIFFER FROM THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS SECURITY MAY ASCERTAIN ITS AGGREGATE OUTSTANDING AMOUNT BY INQUIRY OF THE TRUSTEE. Exhibit A-2R 2
TRINITAS CLO II, LTD. TRINITAS CLO II LLC CLASS A-1R FLOATING RATE NOTE DUE 2026 [Rule 144A CUSIP No.: 89640R AS8] / [Reg S CUSIP No.: G90601 AJ7] Certificate No.: [P-/R-/S-] U.S.$[ ] Trinitas CLO II, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ) and Trinitas CLO II LLC, a limited liability company existing under the laws of the State of Delaware (the Co-Issuer and, together with the Issuer, the Co-Issuers ), for value received, hereby promise to pay to [ ] or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of [ ] United States Dollars (U.S.$[ ]) on July 15, 2026, or, if such date is not a Business Day, the next Business Day (the Stated Maturity ), except as provided below and in the indenture dated as of August 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Indenture ) between the Issuer, the Co-Issuer and U.S. Bank National Association, as trustee (the Trustee which term includes any successor trustee as permitted under the Indenture). The Co-Issuers promise to pay, in accordance with the Priority of Payments, interest on the Aggregate Outstanding Amount of this Note on the 15th of January, April, July and October of each year (commencing in July 2017), or if any such date is not a Business Day, the next Business Day, and any Additional Payment Dates (each, a Payment Date ) (provided that the last Payment Date shall be the earliest of the Redemption Date, the Stated Maturity, the last Liquidation Payment Date or the Payment Date on which the principal is paid in full) at a rate per annum of LIBOR plus 1.18% on the outstanding principal amount in arrears. Interest shall be computed on the basis of the actual number of days elapsed in the relevant Interest Period divided by 360. To the extent lawful and enforceable, Defaulted Interest shall accrue interest at the applicable Interest Rate until paid as provided in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. This Note will mature at par on the Stated Maturity and the principal on this Note will be due and payable on such date, unless redeemed, accelerated or repaid as described in the Indenture. Prior to the Stated Maturity, principal shall be paid as provided in the Priority of Payments except as otherwise provided in the Indenture. Interest will cease to accrue on this Note or, in the case of a partial repayment, on such part, from the date of repayment or the Stated Maturity unless payment of principal is improperly withheld or unless an Event of Default occurs with respect to such payments of principal. Payments on this Note will be made to the Holder. Payments on this Note which are payable, and are punctually paid or duly provided for, on any Payment Date shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the related Record Date. Payments of principal shall be made to the Holder in the proportion that the Aggregate Outstanding Amount of this Note on such Record Date bears to the Aggregate Outstanding Amount of all Class A-1R Notes on such Record Date. Payment of Defaulted Interest (and interest thereon) may be made in any other lawful manner in accordance with the Priority of Payments if notice of such payment is given to the Issuer and the Holders and such manner of payment shall be deemed practicable by the Trustee. Exhibit A-2R 3
This Note is one of a duly authorized issue of Class A-1R Floating Rate Notes Due 2026 (the Class A-1R Notes ) issued and to be issued under the Indenture. Also authorized under the Indenture are the Class X Notes, the Class A-2R Notes, the Class B-R Notes, the Class C Notes, the Class D Notes, the Class E Notes, the Class F Notes, the Subordinated Notes, the Fee Notes and the Combination Notes (collectively, together with the Class A-1R Notes, the Securities ). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Co-Issuers, the Trustee and the Holders and the terms upon which the Securities are, and are to be, authenticated and delivered. [To be included in Global Securities only: Increases and decreases in the principal amount of this Global Security as a result of exchanges and transfers of interests in this Global Security and principal payments shall be recorded in the records of the Trustee and the Depository or its nominee. So long as the Depository for a Global Security or its nominee is the registered owner of this Global Security, such Depository or such nominee, as the case may be, will be considered the sole owner or Holder of the Notes (represented hereby and beneficially owned by other persons) for all purposes under the Indenture.] [To be included in Temporary Global Securities only: This Note is a Temporary Global Security. Interests in this Global Security may be exchanged on or after the 40th day after the later of the Refinancing Date and the commencement of the offering of the Notes as provided in the Indenture for interests in a Regulation S Global Security of the same Class and Stated Maturity. The permanent Global Security shall be so issued and delivered in exchange for only that portion of this Temporary Global Security in respect of which the Trustee has received a certification that the beneficial owner or owners of this Temporary Global Security are not U.S. persons as defined in Regulation S under the Securities Act. On an exchange of the whole of this Temporary Global Security, this Temporary Global Security shall be surrendered to the Trustee. On an exchange of only part of this Temporary Global Security, details of such exchange shall be entered by or on behalf of the Issuer in the records of the Trustee and the Depository (or its nominee). If, following the issue of a permanent Global Security in exchange for only part of this Temporary Global Security, further parts of this Global Security are to be exchanged pursuant to this paragraph, such exchange may be effected without the issue of a new permanent Global Security and the details of such exchange shall be entered in the records of the Trustee and the Depository (or its nominee).] All reductions in the principal amount of this Note (or one or more predecessor Notes) effected by payments made on any Payment Date or Partial Redemption Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange therefor or in lieu thereof, whether or not such payment is noted on this Note. Subject to Article II of the Indenture, upon registration of transfer of this Note or in exchange for or in lieu of another Note of the same Class, this Note shall carry the rights to unpaid interest and principal that were carried by such other Note. The obligations of the Co-Issuers under this Note and the Indenture are limited recourse obligations of the Co-Issuers payable solely from the Collateral in accordance with the Priority of Payments. Following realization of the Collateral and distribution of proceeds in the manner provided in the Priority of Payments, all claims of Holders against the Co-Issuers shall be extinguished and shall not thereafter revive. No recourse shall be had for the payment of any amount owing in respect of this Note against any Transaction Party (other than the Co-Issuers) or any of the Officers, directors, employees, shareholders, agents, partners, members, incorporators, Affiliates, successors or assigns of the Co-Issuers or any other Transaction Party for any amounts payable under this Note or the Indenture. It is understood that the foregoing shall not (i) prevent recourse to the Collateral in the manner provided in the Indenture for the sums due or to become due under any obligation, instrument or agreement that is part of the Collateral or (ii) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the Securities (to the extent that they Exhibit A-2R 4
evidence debt) or secured by the Indenture until such Collateral has been realized and proceeds distributed in accordance with the Priority of Payments, whereupon any outstanding indebtedness or obligation shall be extinguished. It is further understood that, except as otherwise provided in the Indenture, the foregoing shall not limit the right of any Person to name the Co-Issuers as a party defendant in any proceeding or in the exercise of any other remedy under the Notes or the 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 or entity. This Note is subject to Optional Redemption in the manner and subject to the satisfaction of certain conditions set forth in the Indenture. The Redemption Price for this Note is set forth in the Indenture. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that if an Event of Default shall have occurred and be continuing, the Trustee may, with the consent of the Controlling Party, and shall, upon written direction of the Controlling Party (or automatically under certain circumstances), declare the principal of this Note to be immediately due and payable and all Accelerated Amounts will be due and payable. The Trustee will at the written direction of the Controlling Party rescind and annul a declaration of acceleration of the maturity of the Notes at any time prior to the date on which a judgment or decree for payment of amounts due has been obtained, provided that certain conditions set forth in the Indenture are satisfied. The Indenture permits, subject to certain conditions, the amendment thereof and the modification of the provisions of the Indenture and the rights of the Holders under the Indenture. Upon the execution of any supplemental indenture, the Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture for all purposes, and every Holder of a Security theretofore and thereafter authenticated and delivered thereunder shall be bound thereby. The Class A-1R Notes have a minimum Authorized Denomination of U.S.$150,000 and integral multiples of U.S.$1.00 in excess thereof. The Holder and beneficial owner of this Note agree not to, prior to the date which is one year (or, if longer, the applicable preference period then in effect) plus one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any Tax 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 of any jurisdiction. The term Co-Issuers as used in this Note includes any successor to the Co-Issuers under the Indenture. Title to this Note shall pass by registration in the Indenture Register kept by the Indenture Registrar. No service charge shall be made to the Holder for any registration of transfer or exchange of this Note, but the Trustee or Transfer Agent may require payment of a sum sufficient to cover the expenses of delivery (if any) not made by regular mail or any tax or other governmental charge payable in connection therewith. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose, unless the certificate of authentication herein has been executed by either the Trustee or the Exhibit A-2R 5
Authenticating Agent by the manual signature of one of its authorized signatories, and such certificate shall be conclusive evidence, and the only evidence, that this Note has been duly authenticated and delivered under the Indenture. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Exhibit A-2R 6
IN WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed. Dated: TRINITAS CLO II, LTD. By: Name: Title: TRINITAS CLO II LLC By: Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Securities referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Exhibit A-2R 7
ASSIGNMENT FORM For value received does hereby sell, assign and transfer unto Social security or other identifying number of assignee: Name and address, including zip code, of assignee: the within Note and does hereby irrevocably constitute and appoint Attorney to transfer the Note on the books of the Co-Issuers with full power of substitution in the premises. Date: Your Signature: (Sign exactly as your name appears on the Note) *Signature Guaranteed: *NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an eligible guarantor institution meeting the requirements of the Indenture Registrar, which requirements include membership or participation in Securities Transfer Agents Medallion Program ( STAMP ) or such other signature guarantee program as may be determined by the Indenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Exhibit A-2R 8
Exhibit A-3R FORM OF CLASS A-2R NOTE ([PHYSICAL/RULE 144A GLOBAL/TEMPORARY GLOBAL/REGULATION S GLOBAL]) Exhibit A-3R THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS OF THE INDENTURE REFERRED TO BELOW. THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), AND NEITHER OF THE CO-ISSUERS HAS BEEN REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE INVESTMENT COMPANY ACT ). THIS SECURITY AND INTERESTS HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A)(1) TO A QUALIFIED PURCHASER (FOR PURPOSES OF THE INVESTMENT COMPANY ACT) THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (A)(1)(i)(D) OR (A)(1)(i)(E) OF RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (A)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN, PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, OR (2) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO BELOW, AND IN EACH CASE WHICH MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT COMPANY ACT EXCEPTION, (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (C) IN AN AUTHORIZED DENOMINATION FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT. EACH PURCHASER OF THIS SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE INDENTURE, OR, IF REQUIRED UNDER THE INDENTURE, MUST DELIVER A TRANSFER CERTIFICATE IN THE FORM PROVIDED IN THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY INELIGIBLE HOLDER (AS DEFINED IN THE INDENTURE) OR ANY HOLDER THAT FAILS TO PROVIDE INFORMATION RELATING TO COMPLIANCE BY THE CO-ISSUERS WITH CERTAIN TAX REQUIREMENTS TO SELL ITS INTEREST IN THE SECURITIES, OR MAY SELL SUCH INTEREST ON BEHALF OF SUCH OWNER. [To be included in Global Securities only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( DTC ), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY IN WHOLE, BUT NOT IN PART, SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.] THE PRINCIPAL AMOUNT OF THIS SECURITY IS PAYABLE AS SET FORTH HEREIN. THE OUTSTANDING PRINCIPAL AMOUNT OF THIS SECURITY AT ANY TIME MAY DIFFER FROM THE AMOUNT SHOWN ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS SECURITY MAY ASCERTAIN ITS AGGREGATE OUTSTANDING AMOUNT BY INQUIRY OF THE TRUSTEE. Exhibit A-3R 2
TRINITAS CLO II, LTD. TRINITAS CLO II LLC CLASS A-2R FLOATING RATE NOTE DUE 2026 [Rule 144A CUSIP No.: 89640R AT6] / [Reg S CUSIP No.: G90601 AK4] Certificate No.: [P-/R-/S-] U.S.$[ ] Trinitas CLO II, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ) and Trinitas CLO II LLC, a limited liability company existing under the laws of the State of Delaware (the Co-Issuer and, together with the Issuer, the Co-Issuers ), for value received, hereby promise to pay to [ ] or registered assigns, upon presentation and surrender of this Note (except as otherwise permitted by the Indenture referred to below), the principal sum of [ ] United States Dollars (U.S.$[ ]) on July 15, 2026, or, if such date is not a Business Day, the next Business Day (the Stated Maturity ), except as provided below and in the indenture dated as of August 4, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Indenture ) between the Issuer, the Co-Issuer and U.S. Bank National Association, as trustee (the Trustee which term includes any successor trustee as permitted under the Indenture). The Co-Issuers promise to pay, in accordance with the Priority of Payments, interest on the Aggregate Outstanding Amount of this Note on the 15th of January, April, July and October of each year (commencing in July 2017), or if any such date is not a Business Day, the next Business Day, and any Additional Payment Dates (each, a Payment Date ) (provided that the last Payment Date shall be the earliest of the Redemption Date, the Stated Maturity, the last Liquidation Payment Date or the Payment Date on which the principal is paid in full) at a rate per annum of LIBOR plus 1.18% on the outstanding principal amount in arrears. Interest shall be computed on the basis of the actual number of days elapsed in the relevant Interest Period divided by 360. To the extent lawful and enforceable, Defaulted Interest shall accrue interest at the applicable Interest Rate until paid as provided in the Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. This Note will mature at par on the Stated Maturity and the principal on this Note will be due and payable on such date, unless redeemed, accelerated or repaid as described in the Indenture. Prior to the Stated Maturity, principal shall be paid as provided in the Priority of Payments except as otherwise provided in the Indenture. Interest will cease to accrue on this Note or, in the case of a partial repayment, on such part, from the date of repayment or the Stated Maturity unless payment of principal is improperly withheld or unless an Event of Default occurs with respect to such payments of principal. Payments on this Note will be made to the Holder. Payments on this Note which are payable, and are punctually paid or duly provided for, on any Payment Date shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the related Record Date. Payments of principal shall be made to the Holder in the proportion that the Aggregate Outstanding Amount of this Note on such Record Date bears to the Aggregate Outstanding Amount of all Class A-2R Notes on such Record Date. Payment of Defaulted Interest (and interest thereon) may be made in any other lawful manner in accordance with the Priority of Payments if notice of such payment is given to the Issuer and the Holders and such manner of payment shall be deemed practicable by the Trustee. Exhibit A-3R 3