HPS LOAN MANAGEMENT 8-2016, LTD. HPS LOAN MANAGEMENT 8-2016 LLC NOTICE OF EXECUTED SECOND SUPPLEMENTAL INDENTURE Date of Notice: January 14, 2019 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. To: The Holders of the Notes as described on the attached Schedule B and to those Additional Parties listed on Schedule A hereto: Reference is hereby 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, restated, supplemented or otherwise modified from time to time, the Original Indenture ), among HPS LOAN MANAGEMENT 8-2016, LTD. (formerly known as Highbridge Loan Management 8-2016, Ltd.), as Issuer (the Issuer ), HPS LOAN MANAGEMENT 8-2016 LLC (formerly known as Highbridge Loan Management 8-2016 LLC), as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co-Issuers ) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the Trustee ), as supplemented by the Second Supplemental Indenture dated as of January 14, 2019 (the Second Supplemental Indenture ), by and among the Co-Issuers and the Trustee. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Second Supplemental Indenture. Pursuant to the Original Indenture, on behalf of and at the expense of the Co-Issuers, the Trustee hereby provides this notice, pursuant to Section 8.3(e) of the Original Indenture, of the executed Second Supplemental Indenture (attached hereto as Exhibit A) to each Rating Agency and the Noteholders. THE TRUSTEE MAKES NO STATEMENT AS TO THE RIGHTS OF THE HOLDERS IN RESPECT OF THE SECOND SUPPLEMENTAL INDENTURE, ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OR SUFFICIENCY OF THE SECOND SUPPLEMENTAL INDENTURE, AND MAKES NO RECOMMENDATIONS AS TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE SECOND SUPPLEMENTAL INDENTURE. HOLDERS ARE ADVISED TO CONSULT THEIR OWN LEGAL OR INVESTMENT ADVISOR.
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. This Notice is being sent to Holders of Notes by U.S. Bank National Association in its capacity as Trustee at the request of the Issuer. Questions may be directed to the Trustee by contacting Gregory Hancock, Vice President at U.S. Bank National Association at telephone (713) 212-3706 or by e-mail at gregory.hancock@usbank.com. U.S. BANK NATIONAL ASSOCIATION, as Trustee
SCHEDULE A Additional Parties Issuer: HPS Loan Management 8-2016, Ltd. (formerly known as Highbridge Loan Management 8-2016, Ltd.) c/o MaplesFS Limited Boundary Hall, Cricket Square P.O. Box 1093 Grand Cayman KY1-1102 Cayman Islands Attention: The Directors E-mail: cayman@maplesfs.com Co-Issuer: HPS Loan Management 8-2016 LLC (formerly known as Highbridge Loan Management 8-2016 LLC) c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 E-mail: dpuglisi@puglisiassoc.com Investment Manager: HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, New York 10019 Attention: Jamie Donsky and Edward Dale E-mail: HPS-WSO-Reports@hpspartners.com, jdonsky@hpspartners.com, edward.dale@hpspartners.com Rating Agencies: Fitch Ratings, Inc. 33 Whitehall Street New York, New York 10004 Email: cdo.surveillance@fitchratings.com S&P Global 55 Water Street, 41st Floor New York, New York 10041-0003 Attention: CDO Surveillance Email: cdo_surveillance@spglobal.com Irish Stock Exchange Announcement Office: Euronext Dublin Company Announcement Office 28 Anglesea Street Dublin 2, Ireland www.isedirect.ie Irish Listing Agent: Maples and Calder 75 St. Stephen s Green Dublin 2, Ireland Email: dublindebtlisting@maplesandcalder.com
SCHEDULE B * Rule 144A Global Securities Regulation S Global Securities CUSIP ISIN CUSIP (CINS) ISIN Common Codes Class A1-R Notes 40437H AA9 US40437HAA95 G3223P AA0 USG3223PAA06 184522454 Class A2-R Notes 40437H AC5 US40437HAC51 G3223P AB8 USG3223PAB88 184425939 Class B-R Notes 40437H AE1 US40437HAE18 G3223P AC6 USG3223PAC61 184425963 Class C-R Notes 40437H AG6 US40437HAG65 G3223P AD4 USG3223PAD45 184425971 Class D-R Notes 40437H AJ0 US40437HAJ05 G3223P AE2 USG3223PAE28 184425998 Class E-R Notes 40437J AA5 US40437JAA51 G3224J AA3 USG3224JAA37 184426021 Subordinated Notes 40437J AC1 US40437JAC18 G3224J AB1 USG3224JAB10 184955687 Accredited Investor Certificated Securities CUSIP ISIN Class A1-R Notes 40437H AB7 US40437HAB78 Class A2-R Notes 40437H AD3 US40437HAD35 Class B-R Notes 40437H AF8 US40437HAF82 Class C-R Notes 40437H AH4 US40437HAH49 Class D-R Notes 40437H AK7 US40437HAK77 Class E-R Notes 40437J AB3 US40437JAC18 Subordinated Notes 40437J AD9 US40437JAD90 The CUSIP, ISIN and Common Code numbers appearing in this notice are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of the CUSIP, ISIN or Common Code numbers, or for the accuracy or correctness of CUSIP, ISIN or Common Code numbers printed on the Notes or as indicated in this notice. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. Under the Indenture, the Trustee is required only to recognize and treat the person in whose name a Note is registered on the registration books maintained by the Trustee as a Holder.
EXHIBIT A SECOND SUPPLEMENTAL INDENTURE [SEE ATTACHED]
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: --~--,-~='--i'"l'-"'----------- Name: D~Yugfui Title: Independent Manager U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee By:----------------- Name: Title: [HPS 8-2016 - Second Supplemental Indenture]