RECETTE CLO, LTD. RECETTE CLO, LLC NOTICE OF EXECUTED FIRST SUPPLEMENTAL INDENTURE Date of Notice: October 26, 2017 NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT DEBT. 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 Debt described as follows: Cusips ISINS - Common Codes A-R Note B-R Notes C-R Notes D-R Notes Subordinated Notes Combination Notes 144A Cusip 75620TAR9 75620TAS7 75620TAT5 75620TAU2 75620RAC6 75620RAE2 144A ISIN US75620TAR95 US75620TAS78 US75620TAT51 US75620TAU25 US75620RAC60 US75620RAE27 Common Code 169964351 169964432 169964513 169964734 128954953 128954988 REG S Cusip G7427FAJ8 G7427FAK5 G7427FAL3 G7427FAM1 G7426RAC8 G7426RAD6 REG S ISIN USG7427FAJ87 USG7427FAK50 USG7427FAL34 USG7427FAM17 USG7426RAC81 USG7426RAD64 Common Code 169964386 169964475 169964718 169964742 128955011 128955020 And to: Those Additional Parties listed on Schedule I hereto Reference is made to the Indenture and Security Agreement, dated as of September 16, 2015 (as amended, restated, supplemented or otherwise modified, the "Indenture"), among Recette CLO, Ltd., as Issuer, Recette CLO, LLC, as Co-Issuer, and State Street Bank and Trust Company, as Trustee. First Supplemental Indenture This Notice constitutes the notice required by Section 8.3(c) of the Indenture in connection with that certain First Supplemental Indenture dated as of October 20, 2017, a copy of which is attached hereto as Exhibit A. The CUSIP 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 numbers, or for the accuracy or correctness of CUSIP numbers printed on the notes being redeemed 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. STATE STREET BANK AND TRUST COMPANY, as Trustee, Collateral Agent and Loan Agent 4839-0061-8834.2
SCHEDULE I Additional Parties The Holders of the Debt Issuer Recette CLO, Ltd. c/o Appleby Trust (Cayman) Ltd. Clifton House, 75 Fort Street PO Box 1350 Grand Cayman, KY1-1108 Cayman Islands Attention: The Directors Co-Issuer Recette CLO, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, DE 19711 Attention: Donald J. Puglisi Collateral Administrator State Street Bank and Trust Company 1 Iron Street Boston, Massachusetts 02210 Collateral Manager: Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas, 26 th Floor New York, NY 10036 Attention: Joseph Rotondo Rating Agencies: Moody s Investor s Service E-mail: cdomonitoring@moodys.com Fitch Ratings, Inc. Email: cdo.surveillance@fitchratings.com Irish Stock Exchange: c/o McCann FitzGerald Listing Services Limited 4839-0061-8834.2
Execution Version FIRST SUPPLEMENTAL INDENTURE dated as of October 20, 2017 among RECETTE CLO, LTD., as Issuer RECETTE CLO, LLC, as Co-Issuer and STATE STREET BANK AND TRUST COMPANY, as Trustee and Collateral Agent to the Indenture and Security Agreement, dated as of September 16, 2015, among the Issuer, the Co-Issuer, the Trustee and the Collateral Agent
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 20, 2017 (this "Supplemental Indenture"), among Recette CLO, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Issuer (the "Issuer"), Recette CLO, LLC, a limited liability company formed under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Issuers") and State Street Bank and Trust Company, as trustee (the "Trustee") and as collateral agent (the "Collateral Agent"), is entered into pursuant to the terms of the Indenture and Security Agreement, dated as of September 16, 2015, among the Issuer, the Co-Issuer, the Trustee and the Collateral Agent (as amended, modified or supplemented from time to time, the "Indenture and Security Agreement"). Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture and Security Agreement. PRELIMINARY STATEMENT WHEREAS, pursuant to Section 8.1(a)(v) of the Indenture and Security Agreement, the Issuers, when authorized by Resolutions, the Trustee and the Collateral Agent, at any time and from time to time subject to the requirements of Article VIII of the Indenture and Security Agreement, may enter into one or more supplemental indentures to provide for and/or facilitate an Optional Redemption, a Refinancing Redemption, a Re-Pricing or the issuance of Additional Debt or Re-Pricing Replacement Notes to the extent permitted by the Indenture and Security Agreement prior to such supplemental indenture and security agreement, including without limitation to reflect the terms of a Refinancing or a Re-Pricing or otherwise effectuate a Refinancing Redemption or a Re-Pricing; WHEREAS, the Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture and Security Agreement necessary to issue replacement securities in connection with a Refinancing Redemption of certain Classes of Secured Debt pursuant to Section 9.5 of the Indenture and Security Agreement 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-1 Notes, Class A-2 Notes, Class A-L Loans, Class B-1 Notes, Class B-2 Notes, Class C Notes and Class D Notes issued on September 16, 2015 are being redeemed simultaneously with the execution of this Supplemental Indenture and Security Agreement by the Issuers, the Trustee and the Collateral Agent; WHEREAS, the Class E Notes, the Class F Notes and the Subordinated Notes shall remain Outstanding following the Refinancing; WHEREAS, pursuant to Section 3.3.3 of the Credit Agreement, with the consent of the Collateral Manager, the Borrowers intend to prepay the Class A Loans on the date hereof in accordance with Article IX of the Indenture and Security Agreement; WHEREAS, pursuant to Section 9.5(a) of the Indenture and Security Agreement, the Issuer has received a Required Redemption Direction from Holders of Subordinated Notes and the consent of the Collateral Manager for the redemption of the Class A-1 Notes, the Class A-2 Notes, the Class A-L Loans, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes on the date hereof by a Refinancing; WHEREAS, at least a Majority of the Subordinated Notes have approved the terms of such Refinancing and consented in writing to this Supplemental Indenture, and the conditions set forth in Section 9.5(b) of the Indenture and Security Agreement have been satisfied; 1
WHEREAS, pursuant to Section 8.3(b) of the Indenture and Security Agreement, the Collateral Agent has delivered an initial copy of this Supplemental Indenture to the Collateral Manager, the Rating Agencies and the Holders at least 30 calendar days prior to the execution thereof; WHEREAS, pursuant to Section 3.3.3 of the Credit Agreement, the Trustee (in its capacity as Loan Agent under the Credit Agreement) has delivered notice of the Refinancing Redemption at least 9 Business Days prior to the proposed Refinancing Redemption Date; WHEREAS, the Issuers have determined that the conditions set forth in the Indenture and Security Agreement for entry into a supplemental indenture pursuant to Section 8.1(a)(v) of this Indenture and Security Agreement 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 Issuers, the Trustee and the Collateral Agent; NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the Issuers, the Trustee and the Collateral Agent hereby agree as follows: SECTION 1. Agreement. Terms of the Replacement Notes and Amendments to the Indenture and Security (a) The Issuers shall issue replacement securities (referred to herein as the "Replacement Notes") the proceeds of which shall be used to redeem the Class A-1 Notes, the Class A-2 Notes, the Class A-L Loans, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes issued under the Indenture and Security Agreement on September 16, 2015 (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 325,000,000 LIBOR plus 0.92% Class B-R Notes LIBOR plus 55,000,000 1.30% Class C-R Notes LIBOR plus 27,500,000 1.70% Class D-R Notes LIBOR plus 27,500,000 2.75% October 2027 October 2027 October 2027 October 2027 Aaa(sf) Aa2(sf) A2(sf) Baa3(sf) AAA(sf) N/A N/A N/A (b) The issuance date of the Replacement Notes and the redemption date of the Refinanced Notes shall be October 20, 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 January 2018. 2
(c) as follows: Effective as of the date hereof, the Indenture and Security Agreement shall be amended 1. The definition of "Offering Memorandum" 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 Debt or, with respect to the Replacement Notes, the final Offering Memorandum dated October 17, 2017 relating to the issuance of the Replacement Notes, in each case, as the same may be supplemented or otherwise modified from time to time. 2. The definition of "Transaction Documents" is deleted in its entirety and replaced with the following: "Transaction Documents": This Indenture and Security Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Account Agreement, the Administration Agreement and, on and after the Refinancing Redemption Date, the Refinancing Note Purchase Agreement. 3. The first sentence of Section 9.5(a) of the Indenture and Security Agreement is amended by inserting the following proviso at the end thereof: "; provided, that no Refinancing Redemption prior to the Payment Date in October 2018 may include a Class of Replacement Notes unless all Classes of Secured Debt are being redeemed in such Refinancing Redemption." 4. The last sentence of Section 9.14(a) of the Indenture and Security Agreement is amended by inserting the following language at the end thereof: "and a Re-Pricing of Replacement Notes that are a Re-Priceable Class shall not be permitted prior to the Payment Date in October 2018" 5. The following new definitions, as set forth below, are added to Appendix B of the Indenture and Security Agreement in alphabetical order: "Class A-1 Notes": Prior to the Refinancing Redemption Date, the Class A-1 Senior Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement 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-1 Notes": Prior to the Refinancing Redemption Date, the Class B-1 Senior Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement 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. 3
"Class C Notes": Prior to the Refinancing Redemption Date, the Class C Deferrable Mezzanine Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement 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 Deferrable Mezzanine Secured 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 Deferrable Mezzanine Secured Floating Rate Notes issued pursuant to this Indenture and Security Agreement 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 Deferrable Mezzanine Secured Floating Rate Notes issued on the Refinancing Redemption Date and having the characteristics specified in the Term Sheet. "Reference Rate Amendment": The meaning set forth in Section 8.1(c), "Refinancing Note Purchase Agreement": The purchase agreement dated as of October 20, 2017, by and among the Issuers and the Refinancing Initial Purchaser related to the purchase of the Replacement Notes. "Refinancing Redemption Date": October 20, 2017. "Replacement Notes": The Class A-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D-R Notes. 6. On and after the Refinancing Redemption Date, the table appearing in the section "Term Sheet Securities" in Appendix A of the Indenture and Security Agreement shall be modified by adding the following table: Class Designations Priority Level "Class A-R Notes" "Class B-R Notes" "Class C-R Notes" Senior Notes; Secured Notes; Floating Rate; Co-Issued Debt Senior Notes; Secured Notes; Floating Rate; Co- Issued Debt Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Principal Balance (U.S.$) Interest Rate 1 First $325,000,000 LIBOR plus 0.92% Second $55,000,000 LIBOR plus 1.30% Third $27,500,000 LIBOR plus 1.70% Expected Ratings (Moody's/Fitch) Aaa(sf)/ AAAsf Aa2(sf)/NR A2(sf)/NR ERISA Restricted Status Not ERISA Restricted Not ERISA Restricted Not ERISA Restricted 4
Rate; Co-Issued Debt "Class D-R Notes" Mezzanine Notes; Deferrable Notes; Secured Notes; Floating Rate; Co Issued Debt Fourth $27,500,000 LIBOR plus 2.75% Baa3(sf)/NR Not ERISA Restricted The "Index Maturity" for LIBOR will be three months. The spread over LIBOR applicable with respect to any Re-Priceable Class may be reduced in connection with a Re-Pricing of such Class of Notes, subject to the conditions set forth in this Indenture and Security Agreement. 7. Exhibit A-1 to the Indenture and Security Agreement is amended by: (A) replacing all references to "Class A-1" with "Class A-R"; (B) deleting all references to "Class A-2"; (C) deleting all references to "Class A-C"; (D) replacing all references to "Class B-1" with "Class B-R"; (E) deleting all references to "Class B-2"; (F) replacing all references to "Class C" with "Class C-R"; (G) replacing all references to "Class D" with "Class D-R"; (H) deleting "commencing in April 2016" and inserting "commencing in April 2016 or, in the case of the Replacement Notes, in January 2018"; (I) deleting "(the "Indenture and Security Agreement")" and inserting "(as amended from time to time, the "Indenture and Security Agreement")"; (J) deleting "[LIBOR plus [1.43][2.10][2.80][3.75][5.70][7.45]%" and inserting "[LIBOR plus [0.92][1.30][1.70][2.75][5.70][7.45]%"; (K) deleting "[4.04% on the outstanding principal amount in arrears in accordance with the Priorities of Payment.]". 8. Exhibits B-1, B-2 and B-3 to the Indenture and Security Agreement are amended by deleting all references to "(the "Indenture and Security Agreement")" and inserting "(as amended from time to time, the "Indenture and Security Agreement")". SECTION 2. Issuance and Authentication of Replacement Notes; Cancellation of Refinanced Notes. (a) The Issuers hereby direct the Trustee to deposit in the Payment Account the proceeds of the Replacement Notes received on the Refinancing Redemption Date and certain other amounts on 5
deposit in the Interest Collection Subaccount in an amount necessary to pay the Redemption Prices of the Refinanced Notes in accordance with Section 9.5 of the Indenture and Security Agreement. Refinancing Expenses will be paid on the Payment Dates in October 2017 and January 2018. (b) The Replacement Notes shall be issued as Rule 144A Global Notes and Regulation S Global Notes and shall be executed by the 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 Issuers (A) evidencing the authorization by Resolution of the execution and delivery of this Supplemental Indenture and the Refinancing Note 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 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 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 and the Collateral Agent are entitled to rely thereon and that no other authorization, approval or consent of any governmental body is required for the valid performance by the 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 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 Issuers, dated the Refinancing Redemption Date. (iv) Cayman Counsel Opinion. An opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Issuer, dated the Refinancing Redemption Date. (v) Trustee and Collateral Agent Opinion. An opinion of Nixon Peabody LLP, counsel to the Trustee and the Collateral Agent, dated the Refinancing Redemption Date. (vi) No Default. An Officer's certificate of each of the Issuers stating that (A) it is not in Default under the Indenture and Security Agreement; (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 and Security Agreement are true and correct as of the Refinancing Redemption Date; (E) all conditions precedent provided in the Indenture and Security Agreement 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 to actions taken on 6
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 at least the rating 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 Replacement Notes to be surrendered for transfer and shall cause the Refinanced Notes to be cancelled in accordance with Section 2.9 of the Indenture and Security Agreement. SECTION 3. Debtholder Consent. (a) 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 and Security Agreement, as amended hereby, set forth in this Supplemental Indenture and the execution of the Issuers, the Trustee and the Collateral Agent hereof. (b) Written consents to this Supplemental Indenture have been obtained from a Majority of the Subordinated Notes. 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 Collateral Agent, the Holders, each beneficial owner (by their acceptance of the Replacement Notes) and each of the 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 Indenture and Security Agreement, the Debt or any other related documents, or any course of conduct, course of dealing, statements (whether verbal or written), or actions of the Trustee, the Collateral Agent or either of the Issuers. This provision is a material inducement for the Trustee, the Collateral Agent, each Holder, each beneficial owner and each of the Issuers to enter into this Indenture and Security Agreement. 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. 7
SECTION 7. Concerning the Trustee and Collateral Agent. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuers, and the Trustee and the Collateral Agent assume no responsibility for their correctness. Except as provided in the Indenture and Security Agreement, the Trustee and the Collateral Agent 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 and the Collateral Agent shall be entitled to the benefit of every provision of the Indenture and Security Agreement relating to the conduct of or affecting the liability of or affording protection to the Trustee and the Collateral Agent, including but not limited to provisions regarding indemnification. SECTION 8. No Other Changes. Except as provided herein, the Indenture and Security Agreement shall remain unchanged and in full force and effect, and each reference to the Indenture and Security Agreement and words of similar import in the Indenture and Security Agreement, 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 and Security Agreement for the convenience of administration by the parties hereto. SECTION 9. Execution, Delivery and Validity. Each of the Issuers represents and warrants to the Trustee and the Collateral Agent 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 Security Agreement 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 and the Collateral Agent. The Issuer hereby directs the Trustee and the Collateral Agent to execute this Supplemental Indenture and acknowledges and agrees that the Trustee and the Collateral Agent will each be fully protected in relying upon the foregoing direction. SECTION 12. Limited Recourse; Non-Petition. The terms of Section 2.7(i), Section 5.4(d) and Section 13.1 of the Indenture and Security Agreement shall apply to this Supplemental Indenture mutatis mutandis as if fully set forth herein. 8
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 RECETTE CLO, LTD., as Issuer By:------------- Name: Title: RECETTE CLO, LLC, as Co-Issuer By: ~b Name: Donaii J. Puglisi Title: Independent Manager STATE STREET BANK AND TRUST COMPANY, as Trustee and Collateral Agent By:-------------- Name: Title: