The Bank of New York Mellon Trust Company, National Association BNPP IP CLO 2014-II, LTD. BNPP IP CLO 2014-II, LLC NOTICE OF WITHDRAWAL OF REDEMPTION OF CLASS E NOTES 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 THE BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER. July 24, 2017 To: The Noteholders described as: Class Designation Class A-R Senior Secured Floating Rate Notes Class B Senior Secured Floating Rate Notes Class C Secured Deferrable Floating Rate Notes Class D Secured Deferrable Floating Rate Notes Class E Secured Deferrable Floating Rate Notes CUSIP Rule 144A ISIN* Rule 144A CUSIP* Reg. S. ISIN* Reg. S. Common Code* Reg. S 05580H AL3 US05580HAL33 G1401L AF6 USG1401LAF60 150911052 05580H AB5 US05580HAB50 G1401L AB5 USG1401LAB56 111835489 05580H AC3 US05580HAC34 G1401L AC3 USG1401LAC30 111835705 05580H AD1 US05580HAD17 G1401L AD1 USG1401LAD13 111835926 05580H AE9 US05580HAE99 G1401L AE9 USG1401LAE95 111836183 Subordinated Notes 05580J AA3 US05580JAA34 G1402A AA0 USG1402AAA00 111839093 To: Those Additional Addressees Listed on Schedule I hereto No representation is made as to the correctness of the CUSIP, ISIN or Common Code numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Noteholders.
Ladies and Gentlemen: Reference is hereby made to that certain (i) Indenture dated as of October 30, 2014 (as supplemented, amended or modified from time to time, the Indenture ), among BNPP IP CLO 2014-II, LTD., as issuer (the Issuer ), BNPP IP CLO 2014-II, LLC, as co-issuer (the Co- Issuer, and together with the Issuer, the Co-Issuers ), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the Trustee ), (ii) Notice of Proposed Second Supplemental Indenture dated as of July 7, 2017 (the Prior Notice ) from the Trustee to the Noteholders and those additional addressees listed on Schedule I thereto and (iii) Notice of Optional Redemption by Refinancing dated as of July 18, 2017 from the Trustee to the Noteholders and those additional addressees listed on Schedule I thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Prior Notice, as applicable. Pursuant to Section 9.4(c) of the Indenture, the Trustee received notice from the Majority of the Subordinated Notes directing the Optional Redemption of the withdrawal of the Class E Notes from the redemption (the Equity Withdrawal Notice ). The Trustee, upon Issuer Order, hereby forwards such Equity Withdrawal Notice, a copy of which is attached as Exhibit A. Please be advised that the proposed Supplemental Indenture distributed with the Prior Notice will be revised prior to the Refinancing Date to reflect that the Class E Notes will not be redeemed on the Refinancing Date. PLEASE NOTE THAT THE FOREGOING IS NOT INTENDED AND SHOULD NOT BE CONSTRUED AS INVESTMENT, ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE BY OR ON BEHALF OF THE TRUSTEE OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, ATTORNEYS OR EMPLOYEES. THE TRUSTEE MAKES NO REPRESENTATION, WARRANTY OR RECOMMENDATION IN RESPECT OF THE REFINANCING. EACH PERSON RECEIVING THIS NOTICE SHOULD SEEK THE ADVICE OF ITS OWN ADVISERS IN RESPECT OF THE MATTERS SET FORTH HEREIN. Should you have any questions, please contact William Jeke at (412) 234-8383 or at william.jeke@bnymellon.com. THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 2
EXHIBIT A EQUITY WITHDRAWAL NOTICE
Signature Pages and Exhibits Omitted
SCHEDULE I ADDITIONAL ADDRESSEES Issuer: BNPP IP CLO 2014-II, LTD. c/o Estera Trust (Cayman) Limited Clifton House 75 Fort Street, P.O. Box 1350 Grand Cayman, KY1-1108 Cayman Islands Attention: The Directors Facsimile: 345-949-4901 Email: sf@estera.com Co-Issuer: BNPP IP CLO 2014-II, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi Facsimile: 302-738-6680 Email: dpuglisi@puglisiassoc.com Collateral Manager: BNP PARIBAS ASSET MANAGEMENT USA, Inc. 200 Park Avenue, 11 th Floor New York, New York 10166 Attention: Allan Roopan Facsimile: 212-681-3297 Email: allan.roopan@bnpparibas.com Irish Stock Exchange: Electronic copy to be uploaded to the Irish Stock Exchange website via http://www.isedirect.ie Irish Listing Agent: McCann FitzGerald Listing Services Limited Riverside One, Sir John Rogerson s Quay Dublin 2, Ireland Fax: -353 1 829 0010 DTC, Euroclear and Clearstream (as applicable): lensnotices@dtcc.com consentannouncements@dtcc.com voluntaryreorgannouncements@dtcc.com drit@euroclear.com ca_general.events@clearstream.com 17g-5: BNPPIPCLO2014IILtd@structuredfn.com Rating Agencies: Moody s Investors Service, Inc. 7 World Trade Center 250 Greenwich Street New York, New York 10007 Attention: CBO/CLO Monitoring Email: cdomonitoring@moodys.com Standard & Poor s 55 Water Street, 41st Floor New York, New York 10041-0003 Attention: Structured Credit CDO Surveillance Facsimile: 212-438-2655 Email: CDO_Surveillance@sandp.com SK 02662 1717 7572717 v2