GOLDENTREE LOAN OPPORTUNITIES VIII, LIMITED GOLDENTREE LOAN OPPORTUNITIES VIII, LLC NOTICE OF EXECUTED FIRST SUPPLEMENTAL INDENTURE Date of Notice: February 15, 2017 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 described as follows: Rule 144A Global Secured Notes Regulation S Global Secured Notes CUSIP ISIN CUSIP (CINS) ISIN Class A-R Notes 38137L AN9 US38137LAN91 G3963L AG0 USG3963LAG08 Class B-1-R Notes 38137L AQ2 US38137LAQ23 G3963L AH8 USG3963LAH80 Class B-2-R Notes 38137L AS8 US38137LAS88 G3963L AJ4 USG3963LAJ47 Class C-R Notes 38137L AU3 US38137LAU35 G3963L AK1 USG3963LAK10 Class D-R Notes 38137L AW9 US38137LAW90 G3963L AL9 USG3963LAL92 Class E Notes 38137K AA9 S38137KAA97 UG39634 AA1 USG39634AA10 Class F Notes 38137K AC5 US38137KAC53 G39634 AB9 USG39634AB92 Subordinated Notes 38137K AE1 US38137KAE10 G39634 AC7 USG39634AC75 To: Those Additional Addressees listed on Schedule I hereto. Reference is hereby made to that certain Indenture dated as of April 16, 2014 (as supplemented, amended or modified from time to time, the Indenture ), GoldenTree Loan Opportunities VIII, Limited, (the Issuer ), GoldenTree Loan Opportunities VIII, LLC, (the Co- Issuer and, together with the Issuer, the Co-Issuers ) and U.S. Bank National Association, as 4816-2970-8863.3
Trustee (the Trustee ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture. Notice of Executed First Supplemental Indenture Pursuant to Section 8.3(c) of the Indenture, you are hereby notified of the execution and delivery of the First Supplemental Indenture, a copy of which is attached hereto as Exhibit A. Please consult the First Supplemental Indenture attached hereto for a complete understanding of the First Supplemental Indenture s effect on the Indenture. This notice is being sent to Holders 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 John Delaney, Jr. at telephone (617) 603-6536 or by e-mail at john.delaneyjr@usbank.com. The CUSIP and ISIN 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 or ISIN numbers, or for the accuracy or correctness of CUSIP or ISIN 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. U.S. BANK NATIONAL ASSOCIATION, as Trustee 4816-2970-8863.3-2 -
EXHIBIT A Executed First Supplemental Indenture 4816-2970-8863.3
EXECUTION COPY FIRST SUPPLEMENTAL INDENTURE dated as of February 15, 2017 among GOLDENTREE LOAN OPPORTUNITIES VIII, LIMITED, as Issuer and GOLDENTREE LOAN OPPORTUNITIES VIII, LLC, as Co-Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee to the Indenture, dated as of April 16, 2014, among the Issuer, the Co-Issuer and the Trustee
This FIRST SUPPLEMENTAL INDENTURE dated as of February 15, 2017 (this "Supplemental Indenture") to the Indenture dated as of April 16, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Indenture") is entered into among GoldenTree Loan Opportunities VIII, Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), GoldenTree Loan Opportunities VIII, 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. WHEREAS, pursuant to Section 8.1(viii)(C) of the Indenture, without the consent of any Holders of any Secured Notes, the Co-Issuers, when authorized by Board Resolutions, and subject to the applicable conditions set forth in Section 8.1 of the Indenture and the approval of a Majority of the Subordinated Notes, may enter into one or more indentures supplemental to the Indenture, to make such changes as are necessary to permit the Co-Issuers to co-issue replacement securities in connection with a Refinancing; WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this Supplemental Indenture and have requested that the Trustee execute and deliver this Supplemental Indenture; WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Section 8.1(viii)(C) of the Indenture have been satisfied; WHEREAS, the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes issued on April 16, 2014 (the "Refinanced Notes") are being redeemed simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Replacement Note (as defined below) will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee; and WHEREAS, pursuant to Section 9.3(a) of the Indenture, a Majority of the Subordinated Notes have directed the Co-Issuers to effect a Partial Redemption by Refinancing of one or more Classes of Secured Notes, in whole but not in part with respect to each such Class to be redeemed, from Refinancing Proceeds; NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows: I. Amendments. Terms of the Replacement Notes and Amendments to the Indenture. (a) The Co-Issuers will issue the Replacement Notes (the proceeds of which shall be used to redeem the Class A Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C Notes and the Class D Notes) which shall have the designations, original principal amounts and other characteristics as follows: 1
Class Designation Original Principal Amount (U.S.$) Stated Maturity Principal Terms of the Replacement Notes A-R B-1-R B-2-R C-R D-R 364,800,000 51,500,000 20,300,000 28,500,000 38,800,000 Payment Date in April 2026 Payment Date in April 2026 Payment Date in April 2026 Payment Date in April 2026 Payment Date in April 2026 Interest Rate: Index LIBOR LIBOR N/A LIBOR LIBOR Spread (%)* 1.210 1.550 N/A 2.200 3.350 Fixed Rate (%)* N/A N/A 3.430 N/A N/A Initial Rating(s): Fitch AAAsf Moody's Aaa(sf) Aa1(sf) Aa1(sf) A1(sf) Baa2(sf) Ranking: Priority Classes Pari passu Classes Junior Classes Listed Securities Deferred Interest Notes ERISA Securities Applicable Issuer(s) None A-R A-R A-R, B-R A-R, B-R, C-R None B-2-R B-1-R None None B-R, C-R, D- R, E, F, Subordinated C-R, D-R, E, F, Subordinated C-R, D-R, E, F, Subordinated D-R, E, F, Subordinated E, F, Subordinated Yes Yes Yes Yes Yes No No No Yes Yes No No No No No Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers * The spread over LIBOR or the stated interest rate, as applicable, with respect to any Class of Secured Notes (other than the Replacement Notes) may be reduced in connection with a Re-Pricing of such Class of Notes, subject to the conditions set forth in Section 9.7. (b) Effective as of the date hereof, the Indenture shall be amended as follows: (i) The definition of "Class A Notes" is deleted in its entirety and replaced with the following: "Class A Notes": Prior to the Refinancing Date, the Class A Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class A-R Notes. 2
(ii) The definition of "Class B Notes" is deleted in its entirety and replaced with the following: "Class B Notes": Prior to the Refinancing Date, the Class B-1 Notes and the Class B-2 Notes, collectively, and on and after the Refinancing Date, the Class B-R Notes. (iii) The definition of "Class B-1 Notes" is deleted in its entirety and replaced with the following: "Class B-1 Notes": Prior to the Refinancing Date, the Class B-1 Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class B-1-R Notes. (iv) The definition of "Class B-2 Notes" is deleted in its entirety and replaced with the following: "Class B-2 Notes": Prior to the Refinancing Date, the Class B-2 Senior Secured Fixed Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class B-2-R Notes. (v) The definition of "Class C Notes" is deleted in its entirety and replaced with the following: "Class C Notes": Prior to the Refinancing Date, the Class C Mezzanine Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class C-R Notes. (vi) The definition of "Class D Notes" is deleted in its entirety and replaced with the following: "Class D Notes": Prior to the Refinancing Date, the Class D Mezzanine Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3 and on and after the Refinancing Date, the Class D-R Notes. (vii) The definition of "Offering Circular" is deleted in its entirety and replaced with the following: "Offering Circular": The final offering circular, dated April 11, 2014, relating to the Securities, including any supplements thereto, or the final offering circular, dated February 10, 2017, relating to the Replacement Notes. 3
(viii) The following new definitions, as set forth below, are added to Section 1.1 of the Indenture in alphabetical order: "Class A-R Notes": The Class A-R Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class B-R Notes": The Class B-1-R Notes and the Class B-2-R Notes, collectively. "Class B-1-R Notes": The Class B-1-R Senior Secured Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class B-2-R Notes": The Class B-2-R Senior Secured Fixed Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class C-R Notes": The Class C-R Mezzanine Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. "Class D-R Notes": The Class D-R Mezzanine Deferrable Floating Rate Notes issued pursuant to this Indenture and having the characteristics specified in Section 2.3. "Refinancing Date": February 15, 2017. "Refinancing Initial Purchaser": Morgan Stanley & Co. LLC, in its capacity as initial purchaser of the Replacement Notes under the Refinancing Purchase Agreement. "Refinancing Purchase Agreement": The agreement dated as of February 1, 2017, by and among the Co-Issuers and the Refinancing Initial Purchaser related to the Offering of the Replacement Notes. "Replacement Notes": The Class A-R Notes, the Class B-R Notes, the Class C-R Notes and the Class D-R Notes. (ix) On and after the Refinancing Date, the table in Section 2.3 of the Indenture shall be modified by adding the table set forth in Section I(a) of this Supplemental Indenture, including the footnotes set forth therein. (x) On and after the Refinancing Date, references to the Placement Agent in Section 2.12(c), Section 5.4(a), Section 7.21(b) and Section 14.4 of the Indenture shall be deemed to include references to the Refinancing Initial Purchaser. 4
(xi) On and after the Refinancing Date, the definition of "Restricted Trading Period" is amended by adding "on the Closing Date" following each occurrence of "Initial Rating thereof" and "respective Initial Rating" in clause (1) thereof. (xii) The first sentence of Section 9.2(a) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided that no Refinancing of the Replacement Notes shall be permitted, except to the extent (and solely to the extent) that a change of law, rule or regulation or regulatory guidance following the date hereof would permit a Refinancing without resulting in non-compliance with the rules implementing the credit risk retention requirements of Section 941 of the Dodd-Frank Act, as amended from time to time, as determined by the Portfolio Manager (based on advice of nationally recognized counsel experienced in such matters, an oral or written summary of which will be provided to the directing Majority of the Subordinated Notes)." (xiii) The first sentence of Section 9.3(a) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided further that no Refinancing of the Replacement Notes shall be permitted, except to the extent (and solely to the extent) that a change of law, rule or regulation or regulatory guidance following the date hereof would permit a Refinancing without resulting in non-compliance with the rules implementing the credit risk retention requirements of Section 941 of the Dodd-Frank Act, as amended from time to time, as determined by the Portfolio Manager (based on advice of nationally recognized counsel experienced in such matters, an oral or written summary of which will be provided to the directing Majority of the Subordinated Notes)." (xiv) The first sentence of Section 9.7(a) of the Indenture is amended by inserting the following proviso at the end thereof: "; provided further that no Re-Pricing of the Replacement Notes shall be permitted, except to the extent (and solely to the extent) that a change of law, rule or regulation or regulatory guidance following the date hereof would permit a Refinancing without resulting in non-compliance with the rules implementing the credit risk retention requirements of Section 941 of the Dodd-Frank Act, as amended from time to time, as determined by the Portfolio Manager (based on advice of nationally recognized counsel experienced in such matters, an oral or written summary of which will be provided to the directing Majority of the Subordinated Notes)." (xv) Section 14.3(a) of the Indenture is amended by adding the following clause (ix) at the end thereof: "(ix) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Managing Director, CLO Group, or at any other address 5
previously furnished in writing to the Co-Issuers, the Portfolio Manager and the Trustee by the Refinancing Initial Purchaser;" (xvi) Exhibit A1 to the Indenture is amended by: (a) replacing all references to "Class A" with "Class A-R"; (b) deleting "commencing in October 2014" and inserting "commencing in April 2017"; and (c) deleting "LIBOR plus 1.450%" and inserting "LIBOR plus 1.210%"; (xvii) Exhibit A2 to the Indenture is amended by: (a) replacing all references to "Class B-[1][2]" with "Class B-[1- R][2-R]"; (b) deleting "commencing in October 2014" and inserting "commencing in April 2017"; and (c) deleting "[LIBOR plus 2.030]/[4.237]%" and inserting "[LIBOR plus 1.550]/[3.430]%"; (xviii) Exhibit A3 to the Indenture is amended by: (a) replacing all references to "Class C" with "Class C-R"; (b) deleting "commencing in October 2014" and inserting "commencing in April 2017"; and (c) deleting "LIBOR plus 2.700%" and inserting "LIBOR plus 2.200%"; and (xix) Exhibit A4 to the Indenture is amended by: (a) replacing all references to "Class D" with "Class D-R"; (b) deleting "commencing in October 2014" and inserting "commencing in April 2017"; and (c) deleting "LIBOR plus 3.620%" and inserting "LIBOR plus 3.350%". II. Issuance and Authentication of Replacement Notes. The Replacement Notes shall be issued as Rule 144A Global Secured Notes and Regulation S Global Secured Notes and shall be executed by the Co-Issuers and delivered to the Trustee for authentication and thereupon the same shall be authenticated. 6
III. Noteholder Consent. (A) Each Holder or beneficial owner of a 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. (B) Consent to this Supplemental Indenture has been obtained from a Majority of the Subordinated Notes. IV. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES AND ALL DISPUTES ARISING THEREFROM OR RELATING THERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). V. 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. VI. 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. VII. 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
VIII. Execution, Delivery and Validity. Each of the Co-Issuers represents and warrants to the Trustee that (i) this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and (ii) the execution of this Supplemental Indenture is authorized or permitted under the Indenture and all conditions precedent thereto have been satisfied. IX. Amended and Restated Indenture. This Supplemental Indenture may be incorporated into an amended and restated Indenture. X. Binding Effect. This Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. XI. Direction to the Trustee. The Issuer hereby directs the Trustee to execute this Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the foregoing direction. [Signature Page Follows] 8
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. GOLDENTREE LOAN OPPORTUNITIES VIII, LIMITED, as Issuer By: Name: Title: GOLDENTREE LOAN OPPORTUNITIES VIII, LLC, as Co-Issuer By: Nam~Do ald J, Puglisi Title: Independent Manager U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title: CONSENTED AND AGREED GOLDENTREE ASSET MANAGEMENT LP, as Portfolio Manager By: Name: Title: [GoldenTree VIII CLO- Supplemental Indenture Signature Page]
SCHEDULE A Additional Parties Issuer GoldenTree Loan Opportunities VIII, Limited c/o MaplesFS Limited PO Box 1093, Boundary Hall Cricket Square, Grand Cayman, KY1-1102, Cayman Islands Attention: Directors Fax: (345)-945-7100 Co-Issuer GoldenTree Loan Opportunities VIII, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Portfolio Manager GoldenTree Asset Management, LP 300 Park Avenue, 21 st Floor New York, NY 10022 Attention: General Counsel Fax: (212)-847-3434 Rating Agencies: Moody's Investors Services, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: CBO/CLO Monitoring E-mail: cdomonitoring@moodys.com Fitch Ratings, Inc. 33 Whitehall Street New York, New York 10004 Attn: CDO Surveillance E-mail: cdomonitoring@fitchratings.com Irish Stock Exchange: Maples and Calder as listing agent, 75 St. Stephen s Green, Dublin 2, Ireland, facsimile no. +353-1-619-2001, email: dublindebtlisting@maplesandcalder.com 4816-2970-8863.3
4816-2970-8863.3