Global Corporate Trust Services 8 Greenway Plaza, Suite 1100 Houston, Texas 77046 Notice to Holders of HPS Loan Management 8-2016, Ltd. and, as applicable, HPS Loan Management 8-2016 LLC Class Class A1-R Notes Class A2-R Notes Class B-R Notes Class C-R Notes Class D-R Notes Class E-R Notes Subordinated Notes CUSIP / ISIN 1 40437HAA9 / US40437HAA95 G3223PAA0 / USG3223PAA06 40437HAB7 / US40437HAB78 40437HAC5 / US40437HAC51 G3223PAB8 / USG3223PAB88 40437HAD3 / US40437HAD35 40437HAE1 / US40437HAE18 G3223PAC6 / USG3223PAC61 40437HAF8 / US40437HAF82 40437HAG6 / US40437HAG65 G3223PAD4 / USG3223PAD45 40437HAH4 / US40437HAH49 40437HAJ0 / US40437HAJ05 G3223PAE2 / USG3223PAE28 40437HAK7 / US40437HAK77 40437JAA5 / US40437JAA51 G3224JAA3 / USG3224JAA37 40437JAB3 / US40437JAC18 40437JAC1 / US40437JAC18 G3224JAB1 / USG3224JAB10 40437JAD9 / US40437JAD90 and notice to the parties listed on Schedule A attached hereto. NOTICE OF PROPOSED SECOND SUPPLEMENTAL INDENTURE PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Reference is made to that certain Indenture, dated as of April 7, 2016 (as amended by that certain First Supplemental Indenture, dated as of July 20, 2018, and as further amended, supplemented or modified from time to time, the Indenture ), by and among HPS Loan 1 The CUSIP numbers and 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 numbers or ISIN numbers, or for the accuracy or correctness of CUSIP numbers or ISIN numbers printed on any Notes or as indicated in this notice. 730846644.3 18568469
Management 8-2016, Ltd. (the "Issuer"), HPS Loan Management 8-2016 LLC (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers") and U.S. Bank National Association, as trustee (in such capacity, the "Trustee"). Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture. Pursuant to Section 8.3(c) of the Indenture, the Trustee hereby provides notice of a proposed second supplemental indenture (hereinafter referred to as the Proposed Second Supplemental Indenture ) to be entered into among the Issuer, Co-Issuer and the Trustee in accordance with Section 8.1(a)(viii) of the Indenture in order to cure a manifest error in the Indenture by amending the definition of WARF Adjusted Cov-Lite Percentage. A copy of the Proposed Second Supplemental Indenture is attached hereto as Exhibit A. The proposed date of execution of the Proposed Second Supplemental Indenture is January 14, 2019. Please note that the execution of the Proposed Second Supplemental Indenture is subject to the satisfaction of certain conditions set forth in the Indenture, including, without limitation, the conditions set forth in Section 8.3 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 Second Supplemental Indenture 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: Gregory Hancock, U.S. Bank National Association, Global Corporate Trust Services, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, telephone (713) 212-3709, or via email at gregory.hancock@usbank.com. U.S. BANK NATIONAL ASSOCIATION, December 20, 2018 as Trustee 730846644.3 18568469 2
HPS Loan Management 8-2016, Ltd. c/o MaplesFS Limited P.O. Box 1093 Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman Islands Facsimile: +1 (345) 945-7100 E-mail: cayman@maplesfs.com HPS Loan Management 8-2016 LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi Facsimile: +1 (302) 738-7210 SCHEDULE A HPS Investment Partners, LLC 40 West 57 th Street New York, New York 10019 Attention: Jamie Donsky and Edward Dale Facsimile: (212) 520-3853 E-mail: HPS-WSO-Reports@HPSPartners.com; jdonsky@hpspartners.com and edward.dale@hpspartners.com U.S. Bank National Association, as Collateral Administrator 8 Greenway Plaza, Suite 1100 Houston, Texas 77046 Attention: HPS Loan Management 8-2016 Fitch Ratings, Inc. 33 Whitehall Street New York, New York, 10004 Email: cdo.surveillance@fitchratings.com S&P Global Ratings 55 Water Street, 41st Floor, New York, New York 10041-0003 Attention: Structured Credit CDO Surveillance Email: CDO_Surveillance@spglobal.com Euronext Dublin c/o Maples and Calder 75 St. Stephen s Green 730846644.3 18568469
Dublin, 2, Ireland Facsimile: + 353 1 619 2001 Email: dublindebtlisting@maplesandcalder.com 730846644.3 18568469
EXHIBIT A [Form of Proposed Second Supplemental Indenture] 730846644.3 18568469
EXECUTION VERSION SECOND SUPPLEMENTAL INDENTURE dated as of January 14, 2019 among HPS LOAN MANAGEMENT 8-2016, LTD., Issuer HPS LOAN MANAGEMENT 8-2016 LLC, Co-Issuer and U.S. BANK NATIONAL ASSOCIATION, Trustee to the Indenture, dated as of April 7, 2016, among the Issuer, the Co-Issuer and the Trustee 730858713.3 18568469
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 14, 2019 (this Second Supplemental Indenture ), among HPS Loan Management 8-2016, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the Issuer ), HPS Loan Management 8-2016 LLC, a Delaware limited liability company (the Co- Issuer ) and U.S. Bank 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 April 7, 2016 (as amended by a First Supplemental Indenture, dated as of July 20, 2018, and as further amended, supplemented or modified from time to time, the Indenture ), among the Issuer, the Co-Issuer and the Trustee. Capitalized terms used in this Second 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, without the consent of any Holder and without regard to whether or not any Class of Notes would be materially and adversely affected thereby, may enter into, pursuant to Section 8.1(a)(viii) of the Indenture, when authorized by Resolutions, one or more supplemental indentures to cure any manifest errors in the Indenture; and WHEREAS, in order to cure a manifest error in the Indenture, the Co-Issuers wish to amend the Indenture as set forth below. 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: SECTION 1. Amendments to the Indenture. The definition of WARF Adjusted Cov-Lite Percentage in Section 1.1 of the Indenture is amended by replacing the words the excess of the WARF Adjusted Cov-Lite Percentage over 3100 in clause (i) therein with the words the excess of the Weighted Average Moody s Rating Factor over 3100. SECTION 2. Conditions Precedent. The modifications to be effected pursuant to Section 1 above shall become effective as of the date first written above upon receipt by the Trustee of an Opinion of Counsel to the Issuer in form and substance satisfactory to the Trustee. SECTION 3. Indenture to Remain in Effect. Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. All references in the Indenture to the Indenture or to this Indenture shall apply mutatis mutandis to the Indenture as modified by this Second 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 Second Supplemental Indenture. SECTION 4. Miscellaneous. (a) THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 730858713.3 18568469 2
(b) This Second 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 signature of this Second Supplemental Indenture by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Second Supplemental Indenture. (c) Notwithstanding any other provision of this Second Supplemental Indenture, the obligations of the Applicable Issuers under the Notes and the Indenture as supplemented by this Second Supplemental Indenture are limited recourse obligations of the Applicable Issuers payable solely from the Assets and following realization of the Assets, and application of the proceeds thereof in accordance with the Indenture as supplemented by this Second 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 Investment Manager or their respective successors or assigns for any amounts payable under the Notes or (except as otherwise provided herein or in the Investment Management Agreement) the Indenture as supplemented by this Second Supplemental Indenture. It is understood that the foregoing provisions of this Section 4(c) shall not (i) prevent recourse to the Assets for the sums due or to become due under any security, instrument or agreement which is part of the Assets 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 Second Supplemental Indenture until the assets constituting the Assets 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 Second 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) 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 Second Supplemental Indenture and makes no representation with respect thereto. (e) The Co-Issuers represent and warrant to the Trustee that this Second 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. (f) This Second Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. (g) The Issuer hereby directs the Trustee to execute this Second Supplemental Indenture and acknowledges and agrees that the Trustee shall be fully protected in relying upon the foregoing direction. 730858713.3 18568469 3
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Second Supplemental Indenture as of the date first written above. HPS LOAN MANAGEMENT 8-2016, LTD., as Issuer By: Name: Title: HPS LOAN MANAGEMENT 8-2016 LLC, as Co- Issuer By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee By: Name: Title: 730858713.3 18568469 [HPS 8-2016 Second Supplemental Indenture]
Consented to by: HPS INVESTMENT PARTNERS, LLC, as Investment Manager By: Name: Title: 730858713.3 18568469 [HPS 8-2016 Second Supplemental Indenture]