Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 MAC: R1204-010 NOTICE OF EXECUTED SUPPLEMENTAL INDENTURE AND NOTICE OF APPOINTMENT OF REPLACEMENT ADMINISTRATOR AND SHARE TRUSTEE CRYSTAL COVE CDO, LTD. CRYSTAL COVE CDO, INC. To: The Parties listed on Schedule A hereto. Reference is made to that certain Indenture dated as of August 25, 2004, as supplemented by the First Supplemental Indenture dated as of October 13, 2004 (as amended, modified or supplemented, the Indenture ) among CRYSTAL COVE CDO, LTD., as Issuer (the Issuer ), CRYSTAL COVE CDO, INC., as Co-Issuer (the Co-Issuer, and together with the Issuer, the Co-Issuers ), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (in such capacity, the Trustee ) and Custodian. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. I. Notice to Nominees and Custodians. If you act as or hold Notes or Preference Shares as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or Preference Shares or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice. II. Notice of Executed Supplemental Indenture. Reference is further made to that certain Notice of Resignation of Administrator, Appointment of Replacement Administrator and Amendment of Administration Agreement and Notice of Proposed Supplemental Indenture dated December 23, 2014 wherein the Trustee provided notice of a proposed supplemental indenture pursuant to Sections 8.1 of the Indenture (the Supplemental Indenture ). Pursuant to Section 8.1 of the Indenture, you are hereby notified of the execution of the Supplemental Indenture dated as of January 23, 2015. A copy of the executed Supplemental Indenture is attached hereto as Exhibit A. III. Notice of Appointment of Replacement Administrator and Share Trustee. The Trustee hereby provides notice that, by written notice dated as of January 23, 2015, the Issuer notified the Trustee of the effectiveness of the Administrator s resignation and the appointment of Fund Fiduciary Partners Limited as the replacement Administrator. Further, the
Issuer notified the Trustee of the effectiveness of the Share Trustee s resignation and the appointment of The Harbour Trust Co. Ltd. as the replacement Share Trustee. A copy of this notice (the Issuer Notice ) is attached hereto as Exhibit B. Any questions may be directed to the attention of Maire Farrell by telephone at (410) 884-6439, by e-mail at maire.farrell@wellsfargo.com, by facsimile at (866) 373-0261, or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn: Maire Farrell, MAC: R1204-010, 9062 Old Annapolis Road, Columbia, MD 21045-1951. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes or Preference Shares generally. Dated: January 29, 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Preference Share Paying Agent
Schedule A Holders of Notes and Preference Shares : 229196AA81 229196AB61 229196AD21 229196AE01 229196AF71 G257652001 G25766AE91 G25766AG41 229195201 Issuer: Crystal Cove CDO, Ltd. c/o Intertrust SPV (Cayman) Limited 190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands Attention: The Directors Co-Issuer: Crystal Cove CDO, Inc. c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald Puglisi Irish Stock Exchange Announcement Office: Company Announcement Office The Irish Stock Exchange Limited 28 Anglesea Street Dublin 2, Ireland Attn: James Ferguson Rating Agencies: Moody s Investors Service 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attn: CBO/CLO Monitoring e-mail: cdomonitoring@moodys.com Collateral Manager: Vertical Capital, LLC 437 Madison Avenue, 39th Floor New York, New York 10022 Attention: Brett T. Graham No representation is made as to the correctness of the CUSIP, Common Code, ISIN numbers either as printed on the Notes or Preference Shares as contained in this notice. Such numbers are included solely for the convenience of the Holders thereof.
EXHIBIT A EXECUTED SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of January 23, 2015 between: CRYSTAL COVE CDO, LTD., an exempted company incorporated under the laws of the Cayman Islands (the Issuer); CRYSTAL COVE CDO, INC., a corporation incorporated under the laws of the State of Delaware (the Co-Issuer); and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (together with its permitted successors in the trusts under the Indenture referred to below, the Trustee). PRELIMINARY STATEMENTS The Issuer and the Trustee are party to an Indenture dated as of August 25, 2004, as supplemented by the First Supplemental Indenture dated as of October 13, 2004 (as amended, supplemented and otherwise in effect prior to the date hereof, the Indenture) relating to U.S.$350,000,000 Class A-1 First Priority Senior Secured Floating Rate Notes due 2039, U.S.$70,000,000 Class A-2 Second Priority Senior Secured Floating Rate Notes due 2039, U.S.$39,700,000 Class B Third Priority Senior Secured Floating Rate Notes due 2039, U.S.$19,500,000 Class C-1 Fourth Priority Mezzanine Secured Deferrable Floating Rate Notes due 2039 and U.S.$1,500,000 Class C-2 Fifth Priority Mezzanine Secured Deferrable Fixed Rate Notes due 2039. The Issuer has requested that the Trustee enter into, and the Trustee is willing to enter into, this Supplemental Indenture in order to make changes necessary to provide for the replacement of the current Administrator and Administration Agreement with a successor administrator and a new administration agreement. Section 8.1(g) of the Indenture provides that, at any time, without the consent of the Noteholders, the Preference Shareholders or any Hedge Counterparty, the Issuer may enter into a supplemental indenture to correct any inconsistency, defect or ambiguity in the Indenture. In entering into this Supplemental Indenture, the Trustee has received and relied upon an opinion of counsel stating that, on the basis of certain statements included therein, the execution of this Supplemental Indenture would have no material adverse effect on any of the Holders or Preference Shareholders. Section 1. Definitions and Incorporation of Preliminary Statements. Capitalized terms used but not otherwise defined herein, including in the Preliminary Statements hereto, have the respective meanings given to such terms in the Indenture. The Preliminary Statements hereto are incorporated and made a part of this Supplemental Indenture. US2088480/11 1
Section 2. Amendment. The Indenture shall be amended by deleting the definition of Administration Agreement in Section 1.1 thereof and replacing it in its entirety with the following: Administration Agreement means (a) the Administration Agreement dated August 24, 2004 between the Administrator and the Issuer, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, pursuant to which the Administrator shall perform various administrative functions on behalf of the Issuer, including communications with shareholders and the general public, and the provision of certain clerical, administrative and other services, and (b) any replacement agreement for the agreement described in the foregoing clause (a) between the Issuer and a replacement Administrator containing materially similar terms to the agreement described in the foregoing clause (a). Section 3. Execution, Delivery and Validity. The Issuer represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by the Issuer and constitutes its legal, valid and binding obligation, enforceable against the Issuer in accordance with its terms. Section 4. Indenture Otherwise Unchanged. Except as herein provided, 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. Section 5. Acceptance By Trustee. The Trustee accepts the amendment to the Indenture as set forth in this Supplemental Indenture and agrees to perform the duties of the Trustee subject to and upon the terms and conditions set forth herein and in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuer. The Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution by any party other than the Trustee or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be subject to and entitled to the benefit of every provision of the Indenture relating to the conduct of, affecting the liability of or affording protection to the Trustee. Section 6. Collateral Manager Consent. By its signature below, the Collateral Manager hereby consents to the terms of this Supplemental Indenture. Section 7. 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 8. 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 e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. US2088480/11 2
Section 9. Governing Law. This Supplemental Indenture shall be construed in accordance with, and this Supplemental Indenture and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Supplemental Indenture shall be governed by, the law of the State of New York. US2088480/11 3
IN WITNESS WHEREOF, we have set our hands as of the date first written above. CRYSTAL COVE CDO, LTD., as Issuer By: Name: Title: CRYSTAL COVE CDO, INC., as Co-Issuer By: Name:DOMi J. Puglisi Title: President WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: ---------------------- Name: Title:
EXHIBIT B ISSUER NOTICE