HPS LOAN MANAGEMENT 2013-2, LTD. (F/K/A HIGHBRIDGE LOAN MANAGEMENT 2013-2… · 2017. 10. 25. · hps loan management 2013-2, ltd. (f/k/a highbridge loan management 2013-2, ltd.)

HOU:0023495/01274:1922001v1

The Bank of New York Mellon Trust Company, National Association

HPS LOAN MANAGEMENT 2013-2, LTD.

(F/K/A HIGHBRIDGE LOAN MANAGEMENT 2013-2, LTD.)

HPS LOAN MANAGEMENT 2013-2 LLC

(F/K/A HIGHBRIDGE LOAN MANAGEMENT 2013-2 LLC)

NOTICE OF EXECUTED SECOND SUPPLEMENTAL INDENTURE

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF

INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE

NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER

INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE

RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS

OF THE NOTES IN A TIMELY MANNER.

October 23, 2017

To: The Holders of the Notes described as follows:

To: Those Additional Addresses listed on Schedule I hereto

∗ No representation is made as to the correctness of the CUSIP or ISIN numbers either as printed on the Notes or as contained in this notice. Such numbers are included solely for the convenience of the Holders.

Notes

CUSIP∗

Rule 144A

ISIN∗

Rule 144A

CUSIP∗

Reg S

ISIN∗

Reg S

CUSIP∗

Certificated

ISIN∗

Certificated

Class X Notes 44330DAA8 N/A G32201AA6 USG32201AA67 4430DAB6 US4430DAB64

Class A-1AR

Notes 44330DAC4 US44330DAC48 G32201AB4 USG32201AB41 44330DAD2 US44330DAD21

Class A-1BR

Notes 44330DAE0 US44330DAE04 G32201AC2 USG32201AC24 44330DAF7 US44330DAF78

Class A-2R Notes 44330DAG5 US44330DAG51 G32201AD0 USG32201AD07 44330DAH3 US44330DAH35

Class B-R Notes 44330DAJ9 US44330DAJ90 G32201AE8 USG32201AE89 44330DAK6 US44330DAK63

Class C-R Notes 44330DAL4 US44330DAL47 G32201AF5 USG32201AF54 44330DAM2 US44330DAM20

Class D-R Notes 44330FAA3 US44330FAA30 G32201AA6 USG32201AA66 44330FAB1 US44330FAB13

Class E-R Notes 44330FAC9 US44330FAC95 G32201AB3 USG32201AB40 44330FAD7 US44330FAD78

Class M Notes 4430DAN0 US44330DAN03 G33201AG3 USG32201AG38 44330DAP5 US44330DAP50

Subordinated

Notes 42983JAE1 US42983JAE10 G45439AC3 USG45439AC38 42983JAF8 US42983JAF84

Reinvesting

Holder Notes N/A N/A N/A N/A 42983JAH4 US42983JAH41

2 HOU:0023495/01274:1922001v1

Reference is hereby made to that certain Indenture dated as of September 17, 2013 (as

amended, modified or supplemented from time to time, the “Indenture”), among HPS Loan

Management 2013-2, Ltd. (f/k/a Highbridge Loan Management 2013-2, Ltd.), as Issuer (the

“Issuer”), HPS Loan Management 2013-2 LLC (f/k/a Highbridge Loan Management 2013-2

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”).

Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in

the Indenture.

Reference is further made to the Notice of Proposed Second Supplemental Indenture

dated October 10, 2017 in which the Trustee provided notice of a proposed second supplemental

indenture to be entered into pursuant to Sections 8.1(a)(x), 8.1(a)(xii) and 8.2 of the Indenture

(the “Supplemental Indenture”).

Pursuant to Section 8.3(e) of the Indenture, you are hereby notified of the

execution of the Supplemental Indenture dated as of October 20, 2017. A copy of the executed

Supplemental Indenture is attached hereto as Exhibit A.

Should you have any questions, please contact Alex Yang at (713) 483-6460 or at

[email protected] or Ruben Luna at (713) 483-6456 or at

[email protected].

THE BANK OF NEW YORK MELLON

TRUST COMPANY, NATIONAL

ASSOCIATION, as Trustee

3 HOU:0023495/01274:1922001v1

SCHEDULE I Additional Addressees

Issuer:

HPS Loan Management 2013-2, Ltd.

c/o MaplesFS Limited

P.O. Box 1093

Boundary Hall, Cricket Square

Grand Cayman, KY1-1102

Cayman Islands

Attn: The Directors

Fax: (345) 945-7100

[email protected]

Co-Issuer: HPS Loan Management 2013-2 LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attn: Donald J. Puglisi

Fax: (302) 738-7210

[email protected]

Irish Listing Agent:

Maples and Calder

75 St. Stephen’s Green

Dublin 2, Ireland

Fax: 353 1 619 2001

[email protected]

Investment Manager:

HPS Investment Partners CLO (US), LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Fax: (212) 520-3853

[email protected]

[email protected]

[email protected]

with copy to:

HPS Investment Partners, LLC

40 West 57th Street, 33rd Floor


Fax: (212) 520-3853

Rating Agencies: Moody’s Investors Service

7 World Trade Center

250 Greenwich Street


Attn: CBO/CLO Monitoring

[email protected]

S&P Global Ratings

55 Water Street, 42nd Floor


Attention: Structured Credit Surveillance

[email protected]

Information Agent: [email protected]

DTC, Euroclear & Clearstream (if applicable): [email protected]

[email protected]

[email protected] [email protected]

4 HOU:0023495/01274:1922001v1

EXHIBIT A

Execution Version

23811482.BUSINESS

SECOND SUPPLEMENTAL INDENTURE

dated as of October 20, 2017

among

HPS LOAN MANAGEMENT 2013-2, LTD.,

as Issuer

and

HPS LOAN MANAGEMENT 2013-2 LLC,

as Co-Issuer

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee

to

the Indenture, dated as of September 17, 2013,

among the Issuer, the Co-Issuer and the Trustee

23811482.BUSINESS

THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated

as of October 20, 2017 (the “Refinancing Date”), among HPS Loan Management 2013-2, Ltd. (f/k/a

Highbridge Loan Management 2013-2, Ltd.), an exempted company incorporated with limited liability

under the laws of the Cayman Islands (the “Issuer”), HPS Loan Management 2013-2 LLC (f/k/a

Highbridge Loan Management 2013-2 LLC), a limited liability company formed under the laws of the

State of Delaware (the “Co-Issuer” and together with the Issuer, the “Co-Issuers”), and The Bank of New

York Mellon Trust Company, National Association, as trustee (in such capacity, together with its

permitted successors and assigns, the “Trustee”), is entered into pursuant to the terms of the indenture,

dated as of September 17, 2013, among the Issuer, the Co-Issuer, and the Trustee, as previously amended

by the first supplemental indenture, dated as of June 9, 2015, and as may be further amended,

supplemented or otherwise modified from time to time (the “Indenture”). In connection with this Second

Supplemental Indenture, HPS Investment Partners, LLC, as the former investment manager, intends to

assign to HPS Investment Partners CLO (US), LLC (the “Investment Manager”) its rights, obligations

and duties under the investment management agreement and the collateral administration agreement, each

dated as of September 17, 2013 pursuant to an assignment and assumption agreement dated as of October

20, 2017 (the “Assignment Agreement”). Capitalized terms used but not defined in this Second

Supplemental Indenture have the meanings assigned thereto in the Indenture.

PRELIMINARY STATEMENT

WHEREAS, pursuant to Sections 2.13, 8.1(a)(x), 8.2 and 9.2 of the Indenture, the Co-Issuers and

the Trustee may enter into one or more supplemental indentures, (i) with the written consent of the

Holders of each Outstanding Note of each Class, in each case materially and adversely affected thereby,

to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or

to modify in any manner the rights of Holders of the Notes of any Class under the Indenture; (ii) on any

Payment Date occurring after the Non-Call Period, at the written direction of a Supermajority of the

Aggregate Outstanding Amount of the Subordinated Notes and consented to by the Investment Manager,

to redeem the Rated Notes in whole (with respect to all Classes of Rated Notes) but not in part from

Refinancing Proceeds; and (iii) (A) at any time during the Reinvestment Period, to facilitate the issuance

by the Co-Issuers of additional notes of any one or more new classes in accordance with Sections 2.13

and 3.2 of the Indenture or (B) to facilitate the issuance of replacement securities in connection with a

Refinancing in accordance with Section 9.2 of the Indenture.

WHEREAS, the Co-Issuers desire to enter into this Second Supplemental Indenture to (i) make

changes necessary to issue the Refinancing Notes (as defined below) in connection with a refinancing (the

“Refinancing”) of the Class A-1 Senior Secured Floating Rate Notes, the Class A-2 Senior Secured

Floating Rate Notes, the Class B-1 Senior Secured Deferrable Floating Rate Notes, the Class B-2 Senior

Secured Deferrable Fixed Rate Notes, the Class C Senior Secured Deferrable Floating Rate Notes, the

Class D Senior Secured Deferrable Floating Rate Notes and the Class E Senior Secured Deferrable

Floating Rate Notes, occurring on the date hereof; (ii) to issue the Class X Senior Secured Floating Rate

Notes, the Class A-1BR Senior Secured Floating Rate Notes, the additional Subordinated Notes and the

Class M Notes; and (iii) amend certain provisions of the Indenture as set forth on Exhibit A hereto;

WHEREAS, the Class A-1 Senior Secured Floating Rate Notes, the Class A-2 Senior Secured

Floating Rate Notes, the Class B-1 Senior Secured Deferrable Floating Rate Notes, the Class B-2 Senior

Secured Deferrable Fixed Rate Notes, the Class C Senior Secured Deferrable Floating Rate Notes, the

Class D Senior Secured Deferrable Floating Rate Notes and the Class E Senior Secured Deferrable

Floating Rate Notes (collectively, the “Redeemed Notes”), in each case issued on the Closing Date are

being redeemed simultaneously with the execution of this Second Supplemental Indenture;

WHEREAS, the Subordinated Notes shall remain Outstanding following the Refinancing Date;

23811482.BUSINESS

WHEREAS, each Holder of each Outstanding Subordinated Note has consented to the terms of

the Assignment Agreement, this Second Supplemental Indenture, the use of proceeds from the issuance of

the Refinancing Notes and the use of other available funds on the Refinancing Date pursuant to Section

1(b) hereof;

WHEREAS, pursuant to Sections 9.2 and 9.4 of the Indenture, all conditions precedent to the

Refinancing have been satisfied;

WHEREAS, each purchaser of a Refinancing Note (as defined below) will be deemed to have

consented to the execution of this Second Supplemental Indenture and to the terms of the Assignment

Agreement;

WHEREAS, the Investment Manager has certified that the Refinancing and the terms of this

Second Supplemental Indenture will meet the requirements specified in Section 9.2 of the Indenture; and

WHEREAS, in accordance with Section 8.3(c) of the Indenture, at least 10 days prior to the date

hereof, a copy of this Second Supplemental Indenture was delivered by the Trustee (at the expense of the

Co-Issuers) to the Investment Manager, the Collateral Administrator, each Rating Agency and the

Holders.

NOW THEREFORE, for good and valuable consideration the receipt of which is hereby

acknowledged, the Co-Issuers and the Trustee hereby agree as follows.

Section 1. Issuance and Authentication of Refinancing Notes.

(a) The (x) Co-Issuers will issue the Class X Senior Secured Floating Rate Notes (the “Class X Notes”), the Class A-1AR Senior Secured Floating Rate Notes (the “Class A-1AR Notes”),

the Class A-1BR Senior Secured Floating Rate Notes (the “Class A-1BR Notes”), the Class A-2R Senior

Secured Floating Rate Notes (the “Class A-2R Notes”), the Class B-R Senior Secured Deferrable Floating

Rate Notes (the “Class B-R Notes”), and the Class C-R Senior Secured Deferrable Floating Rate Notes

(the “Class C-R Notes” and, together with the Class X Notes, the Class A-1AR Notes, the Class A-1BR

Notes, the Class A-2R Notes, and the Class B-R Notes, the “Co-Issued Refinancing Notes”) and (y) the

Issuer will issue the Class D-R Senior Secured Deferrable Floating Rate Notes (the “Class D-R Notes”),

the Class E-R Senior Secured Deferrable Floating Rate Notes (“Class E-R Notes”) the additional

Subordinated Notes (the “Additional Subordinated Notes”) and the Class M Notes (the “Class M Notes”

and together with the Class D-R Notes and the Class E-R Notes, the “Issuer Refinancing Notes” and, the

Issuer Refinancing Notes together with the Co-Issued Refinancing Notes, collectively, the “Refinancing

Notes”) the proceeds of which shall be used together with other available funds to redeem the Redeemed

Notes. The Refinancing Notes shall have the designations, original principal amounts, and other

characteristics as follows:

Class

Designation X A-1AR A-1BR A-2R B-R C-R D-R E-R

Additional

Subordinated

Type

Senior

Secured

Floating Rate

Senior

Secured

Floating Rate

Senior

Secured

Floating Rate

Senior

Secured

Floating Rate

Senior

Secured

Deferrable

Floating

Rate

Senior

Secured

Deferrable

Floating Rate

Senior

Secured

Deferrable

Floating Rate

Senior

Secured

Deferrable

Floating Rate

Subordinated

***

Applicable

Issuer(s) Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Co-Issuers Issuer Issuer Issuer

23811482.BUSINESS

Initial Principal

Amount (U.S.$) $4,000,000 $278,500,000 $8,500,000 $90,500,000 $30,500,000 $32,000,000 $17,500,000 $11,000,000 $16,900,000 1

Expected S&P

Initial Rating N/A “AAA(sf)” N/A “AA(sf)” “A(sf)” “BBB-(sf)” “BB-(sf)” “B-(sf)” N/A

Expected

Moody’s Initial

Rating

“Aaa(sf)” “Aaa(sf)” “Aaa(sf)” N/A N/A N/A N/A N/A N/A

Index Maturity2 3 month 3 month 3 month 3 month 3 month 3 month 3 month 3 month N/A

Interest Rate3 LIBOR +

0.65%

LIBOR +

1.16%

LIBOR +

1.35%

LIBOR +

1.625%

LIBOR +

1.90%

LIBOR +

2.90%

LIBOR +

6.60%

LIBOR +

8.25%

N/A

Interest

Deferrable No No No No Yes Yes Yes Yes N/A

Stated Maturity October 20,

2029

October 20,

2029

October 20,

2029

October 20,

2029

October 20,

2029

October 20,

2029

October 20,

2029

October 20,

2029

October 20,

2029

Minimum

Denominations

(U.S.$) (Integral

Multiples)

$250,000

($1)*

$250,000

($1*

$250,000

($1)*

$250,000

($1)*

$250,000

($1)*

$250,000

($1)*

$250,000

($1)*

$250,000

($1)*

$250,000

($1)**

Ranking:

Priority Classes

None None X, A-1AR X, A-1AR,

A-1BR

X, A-1AR,

A-1BR, A-

2R

X, A-1AR,

A-1BR, A-

2R, B-R

X, A-1AR,

A-1BR, A-

2R, B-R, C-R

X, A-1AR,

A-1BR, A-

2R, B-R, C-

R, D-R

X, A-1AR,

A-1BR, A-

2R, B-R, C-

R, D-R, E-R

Pari Passu

Classes A-1AR X4 None None None None None None None

Junior Classes A-1BR, A-

2R, B-R, C-

R, D-R, E-R,

Subordinated

A-1BR, A-

2R, B-R, C-

R, D-R, E-R,

Subordinated

A-2R, B-R,

C-R, D-R, E-

R,

Subordinated

B-R, C-R, D-

R, E-R,

Subordinated

C-R, D-R,

E-R,

Subordinate

d

D-R, E-R,

Subordinated

E-R,

Subordinated Subordinated None

Listed Securities Yes Yes Yes Yes Yes Yes Yes Yes Yes

1 Does not include $35,550,000 in Subordinated Notes issued on the Closing Date.

2 In accordance with the definition of LIBOR set forth in the Indenture, LIBOR shall be calculated by reference to the three-

month LIBOR except as provided in the definition of Index Maturity set forth in the Indenture.

3 Interest payable on the Subordinated Notes on each Payment Date will consist solely of Excess Interest payable on the

Subordinated Notes, if any, on such Payment Date as determined on the related Determination Date and payable in accordance

with the Priority of Payments. The Interest Rate for each Class of Rated Notes (other than the Class A-1AR Notes) is subject to

change in connection with a Re-Pricing.

* The Class X Notes purchased by the Retention Holder will be issued in minimum denominations of U.S.$250,000 and

integral multiples of U.S.$1.00 in excess thereof.

** A limited number of Subordinated Notes purchased from the Issuer on the Closing Date and Additional Subordinated Notes

purchased from the Issuer on the Refinancing Date were issued in minimum denominations of U.S.$50,000 and integral

multiples of U.S.$1.00 in excess thereof.

*** No principal or interest will be payable in respect of the Class M Notes, however, payments will be made in respect of the

Class M Notes on each Payment Date in accordance with the Priority of Payments as set forth in Section 11.1 of the

Indenture.

23811482.BUSINESS

The foregoing description of the Refinancing Notes is qualified in its entirety by the terms and

description of the Notes described in the Indenture as amended by this Second Supplemental Indenture.

The Notes shall be issued in minimum denominations of U.S.$250,000 and multiples of U.S.$1.00. The

Notes shall only be transferred or resold in compliance with the terms of the Indenture, as amended by

this Second Supplemental Indenture.

(b) The Refinancing Notes shall be issued substantially in the forms attached to the Indenture, subject to the restrictions on sale and transfer therein, and shall be executed by the Co-Issuers

or the Issuer (as applicable) 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) Rating Letters. An Officer’s certificate of the Issuer to the effect that attached thereto with respect to the applicable Class of Refinancing Notes is a true and correct copy of a

letter signed by Moody’s (in respect of the Class A-1AR Notes, the Class A-1BR Notes and the Class X

Notes) and a copy of a letter signed by S&P (in respect of each Class of Refinancing Notes other than the

Class A-1BR Notes and the Class X Notes) assigning the applicable Initial Rating.

(ii) Governmental Approvals. From each of the Co-Issuers either (A) a certificate of the Applicable Issuer 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 of such Applicable Issuer that no other authorization, approval or consent of

any governmental body is required for the valid issuance of the Refinancing Notes or (B) an Opinion of

Counsel of the Applicable Issuer that no such authorization, approval, consent, registration or

qualification of or with any governmental authority of the United States of America or the State of New

York is required for the valid issuance of such Refinancing Notes.

(iii) Legal Opinions. Opinions of (A) Dechert LLP, special U.S. counsel to the Co-Issuers, (B) Mayer Brown LLP, counsel to the Investment Manager; (C) Maples and Calder,

Cayman Islands counsel to the Issuer; and (D) Locke Lord LLP, counsel to the Trustee, in each case dated

as of the Refinancing Date.

(iv) Officers’ Certificates of the Co-Issuers Regarding Corporate Matters. An Officer’s certificate of each of the Co-Issuers (A) evidencing the authorization by Resolution of the

execution and delivery of this Second Supplemental Indenture and the Refinancing Placement Agency

Agreement, and, in the case of the Issuer, the Assignment Agreement and related transaction documents,

the execution, authentication and delivery of the Refinancing Notes (other than any Uncertificated

Additional Subordinated Notes) applied for by it and specifying the principal amount of Refinancing

Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the 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 Date and (3) the Officers authorized to execute and deliver such

documents hold the offices and have the signatures indicated thereon.

(v) Officers’ Certificates of Co-Issuers Regarding this Second Supplemental Indenture. An Officer’s certificate of each of the Co-Issuers stating that, to the best of the signing Officer’s

knowledge, the Applicable Issuer is not in default under the Indenture and that the issuance of the

Refinancing Notes applied for by it will not result in a default or a breach of any of the terms, conditions or

provisions of, or constitute a default under, its organizational 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; that all conditions precedent provided in the Indenture and in this Second Supplemental Indenture

23811482.BUSINESS

relating to the authentication and delivery of the Refinancing Notes (or, in the case of the Uncertificated

Additional Subordinated Notes, relating to the registration) applied for by it have been complied with; and

that all expenses due or accrued with respect to the Offering of such Refinancing Notes or relating to

actions taken on or in connection with the Refinancing Date have been paid or reserves therefor have been

made. The Officer’s certificate of the Issuer shall also state that all of its representations and warranties

contained herein and in the Indenture are true and correct as of the Refinancing Date.

(vi) Refinancing Transaction Documents. Fully executed counterparts of each of this Second Supplemental Indenture, the Assignment Agreement, the Refinancing Purchase

Agreement and the Refinancing Placement Agency Agreement.

(c) On the Refinancing Date, the Trustee, as custodian of the Global Notes, shall cause all Global Notes representing the Redeemed Notes that are held by the Trustee on behalf of Cede &

Co. to be surrendered for transfer and shall cause the Redeemed Notes to be cancelled in accordance with

Section 2.9 of the Indenture.

Section 2. Amendments to the Indenture. As of the date hereof, the Indenture is hereby amended to delete the stricken text (indicated textually in the same manner as the following example:

stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as

the following example: bold and double-underlined text) as set forth on the pages of the Indenture

attached as Appendix A hereto.

Section 3. Indenture to Remain in Effect.

(a) Except as expressly modified herein, the Indenture shall continue in full force and effect in accordance with its terms. Upon issuance and authentication of the Refinancing Notes and

redemption in full of the Redeemed Notes, all references in the Indenture to any Class of Redeemed Notes

shall apply mutatis mutandis to the corresponding Class of the Refinancing Notes. 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.

(b) For the avoidance of doubt, the changes set forth in Appendix A hereto shall supersede any terms or provisions of the Indenture that are inconsistent with such changes.

Section 4. Miscellaneous.

(a) THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND ANY MATTERS ARISING OUT OF OR RELATING IN ANY WAY

WHATSOEVER TO THIS SECOND SUPPLEMENTAL INDENTURE (WHETHER IN CONTRACT,

TORT OR OTHERWISE) SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

(b) This Second Supplemental Indenture (and each amendment, modification and waiver in respect of it) and the Refinancing Notes may be executed and delivered in counterparts

(including by facsimile transmission), each of which will be deemed an original, and all of which together

constitute one and the same instrument. Delivery of an executed counterpart signature page 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.

23811482.BUSINESS

(c) Notwithstanding any other provision of this Second Supplemental Indenture, the obligations of the Applicable Issuers under the Notes and the Indenture as supplemented 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 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 Refinancing Notes or (except as otherwise

provided herein or in the Investment Management Agreement (as amended and assigned by the

Assignment Agreement) or the Collateral Administration Agreement (as assigned by the Assignment

Agreement) or 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 Refinancing

Notes or secured by the Indenture as supplemented by this Second Supplemental Indenture until 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 Refinancing 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 or entity.

(d) Notwithstanding any other provision of the Indenture as supplemented by this Second Supplemental Indenture, none of the Trustee, the Secured Parties or the beneficial owners or

Holders of any Refinancing Notes may (and the beneficial owners and Holders of each Class of Notes

agree, for the benefit of all beneficial owners and Holders of each Class of Notes, that they shall not),

prior to the date which is one year (or if longer, any applicable preference period then in effect) plus one

day after the payment in full of all Notes, institute against, or join any other Person in instituting against,

the Issuer, the Co-Issuer or any Blocker Subsidiary any bankruptcy, reorganization, arrangement,

insolvency, winding up, moratorium or liquidation Proceedings, or other Proceedings under Cayman

Islands, U.S. federal or state bankruptcy or similar laws. Nothing herein shall preclude, or be deemed to

estop, the Trustee, any Secured Party or any Holder (i) from taking any action prior to the expiration of

the aforementioned period in (A) any case or Proceeding voluntarily filed or commenced by the Issuer,

the Co-Issuer or any Blocker Subsidiary or (B) any involuntary insolvency Proceeding filed or

commenced by a Person other than the Trustee, such Secured Party or such Holder, respectively, or

(ii) from commencing against the Issuer, the Co-Issuer or any Blocker Subsidiary or any of their

respective properties any legal action which is not a bankruptcy, reorganization, arrangement, insolvency,

winding up, moratorium or liquidation Proceeding.

(e) 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, 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 Second Supplemental Indenture and makes no

representation with respect thereto. In entering into this Second 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.

(f) 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

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constitutes their respective legal, valid and binding obligation, enforceable against each of the Co-Issuers

in accordance with its terms.

(g) This Second Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(h) The Issuer hereby directs the Trustee to execute this Second Supplemental Indenture and acknowledges and agrees that the Trustee will be fully protected in relying upon the

foregoing direction.

23811482.BUSINESS

HPS LOAN MANAGEMENT 2013-2 LLC, as Co-Issuer

By:~~-Name: Don;ld.Puglisi Title: Independent Manager

HPS Loan Management 2013-2 Refinancing Supplemental Indenture

23811482.BUSINESS

APPENDIX A

[attached below]

Execution Version

Conformed through the Second Supplemental Indenture

HIGHBRIDGEHPS LOAN MANAGEMENT 2013-2, LTD.

Issuer

HIGHBRIDGEHPS LOAN MANAGEMENT 2013-2 LLC

Co-Issuer

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONALASSOCIATION

Trustee

INDENTURE

Dated as of September 17, 2013

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TABLE OF CONTENTS

Page

PRELIMINARY STATEMENT 1

GRANTING CLAUSES 1

ARTICLE I DEFINITIONS 2

Section 1.1. Definitions 2Section 1.2. Assumptions 7075Section 1.3. Uncertificated Subordinated Notes 7480

ARTICLE II THE SECURITIES 7480

Section 2.1. Forms Generally 7480Section 2.2. Forms of Securities 7581Section 2.3. Authorized Amount; Stated Maturity; Denominations 7682Section 2.4. Execution, Authentication, Delivery and Dating 7884Section 2.5. Registration, Registration of Transfer and Exchange 7985Section 2.6. Mutilated, Defaced, Destroyed, Lost or Stolen Security 9299Section 2.7. Payment of Principal and Interest and Other Amounts; Principal

and Interest Rights Preserved 93100Section 2.8. Persons Deemed Owners 97105Section 2.9. Cancellation 98105Section 2.10. DTC Ceases to be Depository 98105Section 2.11. Securities Beneficially Owned by Persons Not QIB/QPs or in

Violation of ERISA Representations or Holder ReportingObligations 99106

Section 2.12. Tax Certification 101108Section 2.13. Additional Issuance 101109Section 2.14. Issuer Purchases of Notes 103112

ARTICLE III CONDITIONS PRECEDENT 105113

Section 3.1. Conditions to Issuance of Securities on Closing Date 105113Section 3.2. Conditions to Additional Issuance 108116Section 3.3. Delivery of Collateral Obligations and Eligible Investments 110118

ARTICLE IV SATISFACTION AND DISCHARGE; ILLIQUID ASSETS;LIMITATION ON ADMISTRATIVEADMINISTRATIVEEXPENSES 111119

Section 4.1. Satisfaction and Discharge of Indenture 111119Section 4.2. Application of Trust Money 112120Section 4.3. Repayment of Monies Held by Paying Agent 112121Section 4.4. Disposition of Illiquid Assets 112121

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TABLE OF CONTENTS(continued)

Page

Section 4.5. Limitation on Obligation to Incur Administrative Expenses 114122

ARTICLE V REMEDIES 114122

Section 5.1. Events of Default 114122Section 5.2. Acceleration of Maturity; Rescission and Annulment 116124Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee 117125Section 5.4. Remedies 119127Section 5.5. Optional Preservation of Assets 121129Section 5.6. Trustee May Enforce Claims Without Possession of Securities 122130Section 5.7. Application of Money Collected 122131Section 5.8. Limitation on Suits 123131Section 5.9. Unconditional Rights of Holders to Receive Principal and Interest 124132Section 5.10. Restoration of Rights and Remedies 124132Section 5.11. Rights and Remedies Cumulative 125133Section 5.12. Delay or Omission Not Waiver 125133Section 5.13. Control by Majority of Controlling Class 125133Section 5.14. Waiver of Past Defaults 126134Section 5.15. Undertaking for Costs 126134Section 5.16. Waiver of Stay or Extension Laws 127135Section 5.17. Sale of Assets 127135Section 5.18. Action on the Securities 128136

ARTICLE VI THE TRUSTEE 128136

Section 6.1. Certain Duties and Responsibilities 128136Section 6.2. Notice of Default 130138Section 6.3. Certain Rights of Trustee 130138Section 6.4. Not Responsible for Recitals or Issuance of Notes 134142Section 6.5. May Hold Securities 134142Section 6.6. Money Held in Trust 134142Section 6.7. Compensation and Reimbursement 134142Section 6.8. Corporate Trustee Required; Eligibility 135143Section 6.9. Resignation and Removal; Appointment of Successor 136144Section 6.10. Acceptance of Appointment by Successor 137145Section 6.11. Merger, Conversion, Consolidation or Succession to Business of

Trustee 138146Section 6.12. Co-Trustees 138146Section 6.13. Certain Duties of Trustee Related to Delayed Payment of Proceeds139147Section 6.14. Authenticating Agents 140148Section 6.15. Withholding 140148Section 6.16. Trustee Information Reporting 141149Section 6.17. Fiduciary for Holders Only; Agent for each other Secured Party 141149Section 6.18. Representations and Warranties of the Bank 141149

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Page

ARTICLE VII COVENANTS 142150

Section 7.1. Payment of Principal and Interest 142150Section 7.2. Maintenance of Office or Agency 142150Section 7.3. Money for Note Payments to be Held in Trust 143151Section 7.4. Existence of Co-Issuers 145153Section 7.5. Protection of Assets 148156Section 7.6. Opinions as to Assets 149157Section 7.7. Performance of Obligations 149157Section 7.8. Negative Covenants 150158Section 7.9. Statement as to Compliance 152160Section 7.10. Co-Issuers May Consolidate, etc., Only on Certain Terms 152160Section 7.11. Successor Substituted 154162Section 7.12. No Other Business 154162Section 7.13. Maintenance of Listing 154162Section 7.14. Ratings; Review of Credit Estimates 155163Section 7.15. Reporting 155163Section 7.16. Calculation Agent 155163Section 7.17. Certain Tax Matters 156164Section 7.18. Effective Date; Purchase of Additional Collateral Obligations 157165Section 7.19. Representations Relating to Security Interests in the Assets 161169Section 7.20. Rule 17g-5 Compliance 163171Section 7.21. Contesting Insolvency Filings 164172

ARTICLE VIII SUPPLEMENTAL INDENTURES 164172

Section 8.1. Supplemental Indentures Without Consent of Holders 164172Section 8.2. Supplemental Indentures With Consent of Holders 166174Section 8.3. Execution of Supplemental Indentures 168176Section 8.4. Effect of Supplemental Indentures 170179Section 8.5. Reference in Securities to Supplemental Indentures 170179Section 8.6. Re-Pricing Amendment 170179

ARTICLE IX REDEMPTION OF NOTES 171179

Section 9.1. Mandatory Redemption 171179Section 9.2. Optional Redemption 171179Section 9.3. Tax Redemption 173182Section 9.4. Redemption Procedures 174183Section 9.5. Notes Payable on Redemption Date 176185Section 9.6. Special Redemption 176185Section 9.7. Clean-Up Call Redemption 177186Section 9.8. Optional Re-Pricing 178187

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Page

ARTICLE X ACCOUNTS, ACCOUNTING AND RELEASES 181190

Section 10.1. Collection of Money 181190Section 10.2. Collection Account 182191Section 10.3. Transaction Accounts 183192Section 10.4. The Revolver Funding Account 186195Section 10.5. LC Reserve Account 187Section 10.6. Reinvestment of Funds in Accounts; Reports by Trustee 187197Section 10.7. Accountings 189198Section 10.8. Release of Assets 197206Section 10.9. Reports by Independent Accountants 198208Section 10.10. Reports to Rating Agencies and Additional Recipients 199209Section 10.11. Procedures Relating to the Establishment of Accounts Controlled

by the Trustee 200209Section 10.12. Section 3(c)(7) Procedures 200210

ARTICLE XI APPLICATION OF MONIES 201210

Section 11.1. Disbursements of Monies from Payment Account 201210

ARTICLE XII SALE OF COLLATERAL OBLIGATIONS; PURCHASE OFADDITIONAL COLLATERAL OBLIGATIONS 209220

Section 12.1. Sales of Collateral Obligations 209220Section 12.2. Purchase of Additional Collateral Obligations 214224Section 12.3. Conditions Applicable to All Sale and Purchase Transactions 217228

ARTICLE XIII HOLDERS’ RELATIONS 218229

Section 13.1. Subordination 218229Section 13.2. Standard of Conduct 219230

ARTICLE XIV MISCELLANEOUS 219231

Section 14.1. Form of Documents Delivered to Trustee 219231Section 14.2. Acts of Holders 220232Section 14.3. Notices, etc., to Certain Parties 221232Section 14.4. Notices to Holders; Waiver 223234Section 14.5. Effect of Headings and Table of Contents 224236Section 14.6. Successors and Assigns 224236Section 14.7. Severability 224236Section 14.8. Benefits of Indenture 225236Section 14.9. Legal Holidays 225236Section 14.10. Governing Law 225237Section 14.11. Submission to Jurisdiction 225237Section 14.12. Waiver of Jury Trial 226237

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Page

Section 14.13. Counterparts 226237Section 14.14. Acts of Issuer 226238Section 14.15. Confidential Information 226238Section 14.16. Liability of Co-Issuers 228239

ARTICLE XV ASSIGNMENT OF INVESTMENT MANAGEMENTAGREEMENT 228239

Section 15.1. Assignment of Investment Management Agreement 228239Section 15.2. Standard of Care Applicable to the Investment Manager 229240

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Schedules and Exhibits

Schedule 1 Approved Index ListSchedule 2 Moody’s Industry Classification Group ListSchedule 3 S&P Industry ClassificationsSchedule 4 Diversity Score ClassificationSchedule 5 Moody’s Rating DefinitionsSchedule 6 S&P Recovery Rate Tables

Exhibit A Forms of Notes

Exhibit A-1 Form of Class X NotesExhibit A-2 Form of Class A-1 NoteExhibit A-2 Form of Class A-2 Note Exhibit A-3 Form of Class B-1AR NoteExhibit A-43 Form of Class BA-21BR NoteExhibit A-4 Form of Class A-2R NoteExhibit A-5 Form of Class CB-R NoteExhibit A-6 Form of Class DC-R NoteExhibit A-7 Form of Class D-R NoteExhibit A-78 Form of Class E-R NoteExhibit A-89 Form of Subordinated NoteExhibit A-910 Form of Reinvesting Holder NoteClass M Notes

Exhibit B Forms of Transfer and Exchange CertificatesExhibit B-1 Form of Transferor Certificate for Transfer to Rule 144A Global NoteExhibit B-2 Form of Transferor Certificate for Transfer to Regulation S Global NoteExhibit B-3 Form of Transferor Certificate for Transfer of Uncertificated Subordinated

NoteExhibit B-4 Form of Transferee Representation Letter for Certificated Notes or

Uncertificated Subordinated Notes (with ERISA Certificate Attached)Exhibit C Form of Confirmation of RegistrationExhibit D Calculation of LIBORExhibit E Form of Security Owner CertificateExhibit F Form of Account AgreementExhibit G Form of Reinvestment Amount DirectionExhibit H Form of Retention Compliance Confirmation

vi23812677.18.BUSINESS

TABLE OF CONTENTS

Page

INDENTURE, dated as of September 17, 2013, between HighbridgeHPS Loan Management2013-2, Ltd., an exempted company incorporated with limited liability under the laws of theCayman Islands (the “Issuer”), HighbridgeHPS Loan Management 2013-2 LLC, a Delawarelimited liability company (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), andThe Bank of New York Mellon Trust Company, National Association, as trustee (herein, togetherwith its permitted successors and assigns in the trusts hereunder, the “Trustee”).

PRELIMINARY STATEMENT

Each of the Co-Issuers is duly authorized to execute and deliver this Indenture to provide for theNotes issuable as provided in this Indenture. Except as otherwise provided herein, all covenantsand agreements made by the Co-Issuers herein are for the benefit and security of the SecuredParties. The Co-Issuers are entering into this Indenture, and the Trustee is accepting the trustscreated hereby, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged.

All things necessary to make this Indenture a valid agreement of each of the Co-Issuers inaccordance with the agreement’s terms have been done.

GRANTING CLAUSES

I. Subject to the priorities and the exclusions, if any, specified below in this GrantingClause, the Issuer hereby Grants to the Trustee, for the benefit and security of Holders of theRated Notes, the Trustee, the Investment Manager, the Administrator and the CollateralAdministrator (collectively, the “Secured Parties”) to the extent of each such Secured Party’sinterest hereunder, including under the Priority of Payments, all of its right, title and interest in,to and under, in each case, whether now owned or existing, or hereafter acquired or arising, allsecurities, loans and investments and, in each case as defined in the UCC, accounts, chattelpaper, deposit accounts, instruments, financial assets, investment property, general intangibles,letter-of-credit rights, and other supporting obligations, and other property of any type or naturein which the Issuer has an interest, including all proceeds (as defined in the UCC) with respect tothe foregoing (subject to the exclusions noted below, the “Assets” or “Collateral”). Such Grantsinclude, but are not limited to:

the Collateral Obligations and Equity Securities which the Issuer causes to be (a)delivered to the Trustee (directly or through an Intermediary or bailee) on or after theClosing Date and all payments thereon or with respect thereto,

each Account and all Eligible Investments purchased with funds on deposit therein,(b)and all income from the investment of funds therein,

the Investment Management Agreement, the Administration Agreement, the(c)Registered Office Agreement and, the Collateral Administration Agreement and theAccount Agreement,

cash delivered to the Trustee (directly or through an Intermediary or bailee),(d)

23812677.1.23812677.18.BUSINESS

any ownership interest in a Blocker Subsidiary,(e)

any Selling Institution Collateral, subject to the prior lien of the relevant Selling(f)Institution, and

all proceeds (as defined in the UCC) with respect to the foregoing.(g)

Such Grants exclude (i) the amounts (if any) remaining from the U.S.$250 transaction fee paid tothe Issuer in consideration of the issuance of the Securities, (ii) the amounts (if any) remainingfrom the proceeds of the issuance and allotment of the Issuer’s ordinary shares, (iii) any accountin the Cayman Islands maintained in respect of the funds referred to in items (i) and (ii) above(any amounts credited thereto and any interest thereon), and (iv) any Tax Reserve Account andany funds deposited in or credited to such account and (v) the membership interests of theCo-Issuer (the assets referred to in (i) through (v) collectively, the “Excepted Property”).

Such Grants are made in trust to secure the Rated Notes equally and ratably without prejudice,priority or distinction between any Rated Note and any other Rated Note by reason of differenceof time of issuance or otherwise, except as expressly provided in this Indenture, and to secure, inaccordance with the priorities set forth in the Priority of Payments, (A) the payment of allamounts due on the Rated Notes in accordance with their terms, (B) the payment of all othersums payable under this Indenture to any Secured Party and (C) compliance with the provisionsof this Indenture, all as provided in this Indenture (collectively, the “Secured Obligations”).

II. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance withthe provisions hereof, and agrees to perform the duties herein in accordance with the termshereof.

ARTICLE IDEFINITIONS

DefinitionsSection 1.1.

Except as otherwise specified herein or as the context may otherwise require, the following termshave the respective meanings set forth below for all purposes of this Indenture, and thedefinitions of such terms are equally applicable both to the singular and plural forms of suchterms and to the masculine, feminine and neuter genders of such terms. Except as otherwisespecified herein or as the context may otherwise require: (i) references to an agreement or otherdocument are to it as amended, supplemented, restated and otherwise modified from time to timeand to any successor document (whether or not already so stated); (ii) references to a statute,regulation or other government rule are to it as amended from time to time and, as applicable, areto corresponding provisions of successor governmental rules (whether or not already so stated);(iii) the word “including” and correlative words shall be deemed to be followed by the phrase“without limitation” unless actually followed by such phrase or a phrase of like import; (iv) theword “or” is always used inclusively herein (for example, the phrase “A or B” means “A or B orboth,” not “either A or B but not both”), unless used in an “either … or” construction; (v)references to a Person are references to such Person’s successors and assigns (whether or notalready so stated); (vi) all references in this Indenture to designated “Articles”, “Sections”,“subsections” and other subdivisions are to the designated articles, sections, subsections and

2 223812677.1.BUSINESS

other subdivisions of this Indenture; and (vii) the words “herein”, “hereof”, “hereunder” andother words of similar import refer to this Indenture as a whole and not to any particular article,section, subsection or other subdivision.

“17g-5 Website”: The Issuer’s website, which shall initially be located athttps://www.structuredfn.com, or such other address as the Issuer may provide to the Trustee, theCollateral Administrator, the Investment Manager and the Rating Agencies.

“Account Agreement”: An agreement in substantially the form of Exhibit F hereto.

“Accountants’ Report”: An agreed upon procedures report from the firm or firms appointed bythe Issuer pursuant to Section 10.910.8(a).

“Accounts”: (i) theThe Payment Account, (ii) the Collection Account, (iii) the Ramp-UpAccount, (iv) the Revolver Funding Account, (v) the Expense Reserve Account, (vi) theCustodial Account, (vii) the LC Reserve Account, (viii) the Reinvestment Amount Account and(ixviii) the Interest Reserve Account.

“Accredited Investor”: The meaning set forth in Rule 501(a) under Regulation D under theSecurities Act.

“Act”: The meanings specified in Section 14.2.

“Additional Subordinated Notes”: The additional Subordinated Notes issued on the RefinancingDate pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Adjusted Class Break-even Default Rate”: The rate equal to (a)(i) the Class Break-even DefaultRate multiplied by (ii)(x) the Refinancing Target Initial Par Amount divided by (y) the S&PCollateral Principal Amount plus (b)(i)(x) the S&P Collateral Principal Amount minus (y) theRefinancing Target Initial Par Amount, divided by (ii)(x) the S&P Collateral Principal Amountmultiplied by (y) 1 minus the Weighted Average S&P Recovery Rate.

“Adjusted Collateral Principal Amount”: As of any date of determination:

the Aggregate Principal Balance of the Collateral Obligations (other than Defaulted(a)Obligations, Discount Obligations and Deferring SecuritiesObligations); plus

without duplication, the amounts on deposit in the Collection Account, the(b)Reinvestment Amount Account, and the Ramp-Up Account (including EligibleInvestments therein) representing Principal Proceeds; plus

the lesser of the (i) S&P Collateral Value of all Defaulted Obligations and Deferring(c)SecuritiesObligations and (ii) Moody’s Collateral Value of all Defaulted Obligationsand Deferring SecuritiesObligations; provided that the Adjusted Collateral PrincipalAmount will be zero for any Defaulted Obligation which the Issuer has owned formore than three years after its default date; plus

3 323812677.1.BUSINESS

the aggregate, for each Discount Obligation, of the product of (i) the ratio of the(d)purchase price, excluding accrued interest, expressed as a Dollar amount, over thePrincipal Balance of the Discount Obligation as of the date of acquisition and (ii) thecurrent Principal Balance of such Discount Obligation; minus

the Excess CCC/Caa Adjustment Amount;(e)

provided that, with respect to any Collateral Obligation that satisfies more than one of thedefinitions of Defaulted Obligation, Deferring SecurityObligation or Discount Obligation,or any asset that falls into the Excess CCC/Caa Adjustment Amount, such CollateralObligation shall, for the purposes of this definition, be treated as belonging to thecategory of Collateral Obligations which results in the lowest Adjusted CollateralPrincipal Amount on any date of determination.

“Adjusted Weighted Average Moody’s Rating Factor”: As of any date of determination, anumber equal to the Weighted Average Moody’s Rating Factor determined in the followingmanner: for purposes of determining a Moody’s Default Probability Rating in connection withdetermining the Weighted Average Moody’s Rating Factor for purposes of this definition, thelast paragraph of the definition of each of Moody’s Default Probability Rating shall bedisregarded, and instead each applicable rating on credit watch by Moody’s that is on (a) positivewatch will be treated as having been upgraded by one rating subcategory, (b) negative watch willbe treated as having been downgraded by two rating subcategories and (c) negative outlook willbe treated as having been downgraded by one rating subcategory.

“Administration Agreement”: An agreement between the Administrator and the Issuer (asamended from time to time) relating to the various corporate management functions that theAdministrator will perform on behalf of the Issuer, including communications with shareholdersand the general public, and the provision of certain clerical, administrative and other corporateservices in the Cayman Islands during the term of such agreement.

“Administrative Expense Cap”: An amount equal on any Payment Date (when taken togetherwith any Administrative Expenses paid during the period since the preceding Payment Date or inthe case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.02% perannum (prorated for the related Interest Accrual Period on the basis of a 360-day year and theactual number of days elapsed) of the Fee Basis Amount on the related Determination Date and(b) U.S.$175,000200,000 per annum (prorated for the related Interest Accrual Period on the basisof a 360-day year and the actual number of days elapsed) or, with respect to this clause (b), if anEvent of Default has occurred and is continuing, such higher amount as may be agreed betweenthe Trustee and a Majority of the Controlling Class; provided that (1) in respect of any PaymentDate after the third Payment Date following the Closing Date, if the aggregate amount ofAdministrative Expenses paid pursuant to Sections 11.1(a)(i)(A), 11.1(a)(ii)(A) and11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the threeimmediately preceding Payment Dates and during the related Collection Periods is less than thestated Administrative Expense Cap (without regard to any excess applied in accordance with thisproviso) in the aggregate for such three preceding Payment Dates, then the excess may be appliedto the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in

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respect of the third Payment Date following the Closing Date, such excess amount shall becalculated based on the Payment Dates preceding such Payment Date.

“Administrative Expenses”: The fees, expenses (including indemnities) and other amounts dueor accrued with respect to any Payment Date (including, with respect to any Payment Date, anysuch amounts that were due and not paid on any prior Payment Date) and payable in thefollowing order by the Issuer or the Co-Issuer: first, to the Trustee pursuant to Section 6.7 andthe other provisions of this Indenture, second, to the Bank (in each of its other capacities underthe Transaction Documents) including as Collateral Administrator pursuant to the CollateralAdministration Agreement, third, on a pro rata basis, the following amounts (excludingindemnities) to the following parties:

(i) the Independent accountants, agents (other than the Investment Manager) and counsel of theIssuer for fees and expenses;

(ii) the Rating Agencies for fees and expenses (including any annual fee, amendment fees andsurveillance fees) in connection with any rating of the Rated Notes or in connection with therating of (or provision of credit estimates in respect of) any Collateral Obligations;

(iii) the Investment Manager under this Indenture and the Investment Management Agreement,including without limitation reasonable expenses of the Investment Manager (including (x) actualfees incurred and paid by the Investment Manager for its accountants, agents, counsel andadministration of the Issuer, (y) reasonable costs and expenses incurred in connection with theInvestment Manager’s management of the Collateral Obligations, Eligible Investments and otherassets of the Issuer (including, without limitation, costs and expenses incurred with respect topotential investments by the Issuer, even if such investment is not made by or on behalf of theIssuer, and brokerage commissions), and (z) data services fees of up to U.S.$100,000 per annum,which shall be allocated among the Issuer and other clients of the Investment Manager to theextent such expenses are incurred in connection with the Investment Manager’s activities onbehalf of the Issuer and such other clients) actually incurred and paid in connection with theInvestment Manager’s management of the Collateral Obligations, but excluding the InvestmentManagement Fees;

(iv) the Administrator pursuant to the Administration Agreement and the Registered OfficeAgreement; and

(v) any other Person in respect of any other fees or expenses permitted under this Indenture andthe documents delivered pursuant to or in connection with this Indenture (including any FATCACompliance Costs, expenses incurred in connection with setting up and administering anyBlocker Subsidiary, the payment of facility rating fees and all legal and other fees and expensesincurred in connection with the purchase or sale of any Collateral Obligations and any otherexpenses incurred in connection with the Collateral Obligations) and the Securities, including butnot limited to, expenses related to a Refinancing, a Re-Pricing or the issuance of additional notes,amounts owed to the Co-Issuer pursuant to Section 7.1 and any amounts due in respect of thelisting of the Securities on any stock exchange or trading system;

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and fourth, on a pro rata basis, indemnities payable to any Person pursuant to any TransactionDocument, the Purchase Agreement or the Placement Agency Agreement; provided that (x)amounts due in respect of actions taken on or before the Closing Date shall not be payable asAdministrative Expenses, but shall be payable only from the Expense Reserve Account pursuantto Section 10.3(d), (y) for the avoidance of doubt, amounts that are expressly payable to anyPerson under the Priority of Payments in respect of an amount that is stated to be payable as anamount other than as Administrative Expenses (including, without limitation, payments on theNotes) shall not constitute Administrative Expenses and (z) no amount shall be payable to theInvestment Manager as Administrative Expenses in reimbursement of fees or expenses of anythird party unless the Investment Manager shall have first paid the fees or expenses that are thesubject of such reimbursement.

“Administrator”: MaplesFS Limited and any successor thereto.

“Advisers Act”: The United States Investment Advisers Act of 1940, as amended.

“Affected Bank”: The meaning assigned in Section 2.5(j)(xvxvi).

“Affected Class”: Any Class of Rated Notes that, as a result of the occurrence of a Tax Eventdescribed in the definition of Tax Redemption, has not received 100% of the aggregate amountof principal and interest that would otherwise be due and payable to such Class on any PaymentDate.

“Affiliate”: With respect to a Person, (a) any other Person who, directly or indirectly, is incontrol of, or controlled by, or is under common control with, such Person or (b) any otherPerson who is a director, Officer, employee or general partner (i) of such Person, (ii) of anysubsidiary or parent company of such Person or (iii) of any Person described in clause (a) of thissentence. For the purposes of this definition, “control” of a Person means the power, direct orindirect, (x) to vote more than 50% of the securities having ordinary voting power for theelection of directors of such Person or (y) to direct or cause the direction of the management andpolicies of such Person whether by contract or otherwise. For purposes of this definition, (i) noentity shall be deemed an Affiliate of the Issuer or the Co-Issuer solely because the Administratoror any of its Affiliates acts as administrator or share trustee for such entity and (ii) no entity towhich the Investment Manager provides investment management or advisory services shall bedeemed an Affiliate of the Investment Manager solely because the Investment Manager acts insuch capacity, unless either of the foregoing clauses (a) or (b) is satisfied as between such entityand the Investment Manager.

“Agent Members”: Members of, or participants in, DTC, Euroclear or Clearstream.

“Aggregate Coupon”: As of any Measurement Date, the sum of the products obtained bymultiplying, in the case of each Fixed Rate Obligation, (a) the stated coupon on such CollateralObligation (excluding the unfunded portion of any Delayed Drawdown Collateral Obligation orRevolving Collateral Obligation and, in the case of any security that in accordance with its termsis making payments due thereon “in kind” in lieu of Cash, any interest to the extent not paid inCash) expressed as a percentage; and (b) the Principal Balance (including for this purpose anycapitalized interest) of such Collateral Obligation; provided that for purposes of this definition,

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the interest coupon will be deemed to be, with respect to (i) any Step-Down Obligation, thelowest of the then-current interest coupon and any future interest coupon; and (ii) any Step-UpObligation, the current interest coupon.

“Aggregate Excess Funded Spread”: As of any Measurement Date, the amount obtained bymultiplying: (a) the amount equal to LIBOR applicable to the Floating Rate Notes during theInterest Accrual Period in which such Measurement Date occurs; by (b) the amount (not less thanzero) equal to (i) the Aggregate Principal Balance (including for this purpose any capitalizedinterest) of the Collateral Obligations as of such Measurement Date minus (ii) the ReinvestmentTarget Par Balance.

“Aggregate Funded Spread”: As of any Measurement Date, the sum of

in the case of each Floating Rate Obligation that bears interest at a spread over a(a)London interbank offered rate based index, (i) the stated interest rate spread (excludingthe unfunded portion of any Delayed Drawdown Collateral Obligation and RevolvingCollateral Obligation and, in the case of any security that in accordance with its termsis making payments due thereon “in kind” in lieu of Cash, any interest to the extent notpaid in Cash) on such Collateral Obligation above such index multiplied by (ii) thePrincipal Balance (including for this purpose any capitalized interest but excluding theunfunded portion of any Delayed Drawdown Collateral Obligation or RevolvingCollateral Obligation) of such Collateral Obligation; and

in the case of each Floating Rate Obligation that bears interest at a spread over an(b)index other than a London interbank offered rate based index, (i) the excess of the sumof such spread and such index (excluding the unfunded portion of any DelayedDrawdown Collateral Obligation and Revolving Collateral Obligation and, in the caseof any security that in accordance with its terms is making payments due thereon “inkind” in lieu of Cash, any interest to the extent not paid in Cash) over LIBOR as of theimmediately preceding Interest Determination Date (which spread or excess may beexpressed as a negative percentage) multiplied by (ii) the Principal Balance (includingfor this purpose any capitalized interest but excluding the unfunded portion of anyDelayed Drawdown Collateral Obligation or Revolving Collateral Obligation) of eachsuch Collateral Obligation;

provided that for purposes of this definition, the interest rate spread will be deemed to be, withrespect to (i) any Floating Rate Obligation that has a LIBOR floor, the stated interest rate spreadplus, if positive, (x) the LIBOR floor value minus (y) LIBOR as in effect for the current InterestAccrual Period; (ii) any Step-Down Obligation, the lowest of the then-current spread and anyfuture spread; and (iii) any Step-Up Obligation, the current spread.

“Aggregate Outstanding Amount”: With respect to any of the Notes as of any date, the aggregateunpaid principal amount of such Notes Outstanding (including any Deferred Interest previouslyadded to the principal amount of any Class of Rated Notes that remains unpaid) on such date.

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“Aggregate Principal Balance”: When used with respect to all or a portion of the CollateralObligations or the Assets, the sum of the Principal Balances of all or of such portion of theCollateral Obligations or Assets, respectively.

“Aggregate Unfunded Spread”: As of any Measurement Date, the sum of the products obtainedby multiplying (i) for each Delayed Drawdown Collateral Obligation and Revolving CollateralObligation (other than Defaulted Obligations), the related commitment fee then in effect as ofsuch date and (ii) the undrawn commitments of each such Delayed Drawdown CollateralObligation and Revolving Collateral Obligation as of such date.

“Applicable Issuer” or “Applicable Issuers”: With respect to the Co-Issued Notes, the Co-Issuers;with respect to the Issuer-Only Notes, the Issuer only; and with respect to any additional notesissued in accordance with Sections 2.13 and 3.2, the Issuer and, if such notes are co-issued, theCo-Issuer.

“Approved Index List”: The nationally recognized indices specified in Schedule 1 hereto asamended from time to time by the Investment Manager with prior notice of any amendment toS&P and Moody’s in respect of such amendment and a copy of any such amended ApprovedIndex List to the Collateral Administrator; provided that any additions to the Approved IndexList must also be nationally recognized indices.

“Asset-backed Commercial Paper”: Commercial paper or other short-term obligations of aprogram that primarily issues externally rated commercial paper backed by assets or exposuresheld in a bankruptcy-remote, special purpose entity.

“Assets”: The meaning assigned in the Granting Clauses hereof.

“Assumed Reinvestment Rate”: LIBOR (as determined on the most recent Interest DeterminationDate relating to an Interest Accrual Period beginning on a Payment Date or the Closing Date, asapplicable) minus 0.20% per annum; provided that the Assumed Reinvestment Rate will not beless than 0.00%.

“Authenticating Agent”: With respect to the Securities or a Class of the Securities, the Persondesignated by the Trustee to authenticate such Securities on behalf of the Trustee pursuant toSection 6.14.

“Authorized Officer”: With respect to the Issuer or the Co-Issuer, any Officer or any otherPerson who is authorized to act for the Issuer or the Co-Issuer, as applicable, in matters relatingto, and binding upon, the Issuer or the Co-Issuer. With respect to the Investment Manager, anyOfficer, employee, member or agent of the Investment Manager who is authorized to act for theInvestment Manager in matters relating to, and binding upon, the Investment Manager withrespect to the subject matter of the request, certificate or order in question. With respect to theCollateral Administrator, any Officer, employee, partner or agent of the Collateral Administratorwho is authorized to act for the Collateral Administrator in matters relating to, and binding upon,the Collateral Administrator with respect to the subject matter of the request, certificate or orderin question. With respect to the Trustee or any other bank or trust company acting as trustee ofan express trust or as custodian, a Trust Officer. With respect to any Authenticating Agent, anyOfficer of such Authenticating Agent who is authorized to authenticate the Securities. Each

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party may receive and accept a certification of the authority of any other party as conclusiveevidence of the authority of any person to act, and such certification may be considered as in fullforce and effect until receipt by such other party of written notice to the contrary.

“Average Life”: The meaning specified in the definition of “Weighted Average Life”.

“Balance”: On any date, with respect to Cash or Eligible Investments in any account, theaggregate of the (i) current balance of Cash, demand deposits, time deposits, certificates ofdeposit and federal funds; (ii) principal amount of interest-bearing corporate and governmentsecurities and money market accounts; and (iii) purchase price (but not greater than the faceamount) of non-interest-bearing government and corporate securities and commercial paper.

“Bank”: The Bank of New York Mellon Trust Company, National Association, in its individualcapacity and not as Trustee, or any successor thereto.

“Bankruptcy Filing”: Either of (i) the institution of any proceeding to have the Issuer, Co-Issueror any Blocker Subsidiary, as the case may be, adjudicated as bankrupt or insolvent or (ii) thefiling of any petition seeking relief, reorganization, arrangement, adjustment or composition of orin respect of the Issuer, Co-Issuer or any Blocker Subsidiary, as the case may be, underapplicable bankruptcy law or other applicable law.

“Bankruptcy Law”: The federal Bankruptcy Code, Title 11 of the United States Code, asamended from time to time, and Part V of the Companies Law (as amended) of the CaymanIslands,of the Cayman Islands (2016 Revision), the Bankruptcy Law (1997 Revision) of theCayman Islands, the Companies Winding Up Rules (2008) of the Cayman Islands and theForeign Bankruptcy Proceedings (International Cooperation) Rules 2008 of the Cayman Islands,in each case as amended from time to time.

“Bankruptcy Subordination Agreement”: The meaning specified in Section 13.1(d).

“Base Management Fee”: The fee payable to the Investment Manager in arrears on eachPayment Date pursuant to the Priority of Payments in an amount equal to 0.20% per annum(calculated on the basis of a 360-day year and the actual number of days elapsed during therelated Interest Accrual Period) of the Fee Basis Amount measured as of the first day of theCollection Period relating to each Payment Date.

“Benefit Plan Investor”: Any of (a) an employee benefit plan (as defined in Section 3(3) ofERISA) subject to Part 4, Subtitle B of Title I of ERISA, (b) a “plan” described in Section4975(e)(1) of the Code to which Section 4975 of the Code applies or (c) any other entity whoseunderlying assets could be deemed to include “plan assets” by reason of an employee benefitplan’s or a plan’s investment in the entity within the meaning of the Plan Asset Regulation orotherwise.

“Blocker Subsidiary”: An entity treated at all times as a corporation for U.S. federal income taxpurposes, 100% of the equity interests in which are owned directly or indirectly by the Issuer.

“Board of Directors”: With respect to the Issuer, the directors of the Issuer duly appointed by theshareholders of the Issuer or the board of directors of the Issuer pursuant to the Memorandum

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and Articles in accordance with the law of the Cayman Islands, and with respect to the Co-Issuer,the directors of the Co-Issuer duly appointed by the stockholders of the Co-Issuer.

“Bridge Loan”: Any loan or other obligation that (x) is incurred in connection with a merger,acquisition, consolidation, or sale of all or substantially all of the assets of a Person or similartransaction and (y) by its terms, is required to be repaid within one year of the incurrence thereofwith proceeds from additional borrowings or other refinancings. It is understood that any suchloan or debt security that has a nominal maturity date of one year or less from the incurrencethereof may have a term-out or other provision whereby (automatically or at the sole option ofthe obligor thereof) the maturity of the indebtedness thereunder can be extended to a later date.

“Business Day”: Any day other than (i) a Saturday or a Sunday or (ii) a day on whichcommercial banks are authorized or required by applicable law, regulation or executive order toclose in New York, New York or in the city in which the Corporate Trust Office of the Trustee islocated or, for any final payment of principal, in the relevant place of presentation.

“Caa Collateral Obligation”: A Collateral Obligation (other than a Defaulted Obligation or aDeferring SecurityObligation) with a Moody’s Rating of “Caa1” or lower.

“Caa Excess”: The amount equal to the excess, if any, of the Aggregate Principal Balance of allCaa Collateral Obligations over an amount equal to 7.5% of the Collateral Principal Amount asof the current Determination Date; provided that, in determining which of the Caa CollateralObligations shall be included in the Caa Excess, the Caa Collateral Obligations with the lowestMarket Value (assuming that such Market Value is expressed as a percentage of the AggregatePrincipal Balance of such Collateral Obligations as of such Determination Date) shall be deemedto constitute such Caa Excess.

“Calculation Agent”: The meaning specified in Section 7.16.

“Cash”: Such Money or funds denominated in currency of the United States of America as at thetime shall be legal tender for payment of all public and private debts, including funds standing tothe credit of an Account.

“Cayman FATCA Legislation”: The Cayman Islands Tax Information Authority Law (2017Revision) (including the Organisation for Economic Co-operation and Development Standard forAutomatic Exchange of Financial Account Information – Common Reporting Standard) (asamended, and together with any regulations and guidance notes made pursuant thereto).

“Cayman IGA”: The intergovernmental agreement between the Cayman Islands and the UnitedStates signed on November 29, 2013 (including any implementing legislation, rules, regulationsand guidance notes), as the same may be amended from time to time.

“CCC Collateral Obligation”: A Collateral Obligation (other than a Defaulted Obligation or aDeferring SecurityObligation) with an S&P Rating of “CCC+” or lower.

“CCC Excess”: The amount equal to the excess, if any, of the Aggregate Principal Balance of allCCC Collateral Obligations over an amount equal to 7.5% of the Collateral Principal Amount asof the current Determination Date; provided that, in determining which of the CCC Collateral

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Obligations shall be included in the CCC Excess, the CCC Collateral Obligations with the lowestMarket Value (assuming that such Market Value is expressed as a percentage of the AggregatePrincipal Balance of such Collateral Obligations as of such Determination Date) shall be deemedto constitute such CCC Excess.

“CCC/Caa Collateral Obligations”: The CCC Collateral Obligations and/or the Caa CollateralObligations, as the context requires.

“Certificate of Authentication”: The meaning specified in Section 2.1.

“Certificated Note”: Any Security issued in the form of a definitive, fully registered securitywithout coupons registered in the name of the owner or nominee thereof, duly executed by theIssuer and authenticated by the Trustee as herein provided.

“Certificated Security”: The meaning specified in Article 8 of the UCC.

“Citigroup”: Citigroup Global Markets Inc.

“Class”: In the case of (a) the Rated Notes, all of the Rated Notes having the same Interest Rate,Stated Maturity and designation, (b) the Class M Notes, all of the Class M Notes, (c) theSubordinated Notes, all of the Subordinated Notes and (cd) the Reinvesting Holder Notes, all ofthe Reinvesting Holder Notes. For purpose of exercising any rights to consent, give direction orotherwise vote, (i) the Class A Notes will be treated as a single Class, except as expresslyprovided herein, (ii) the Class B Notes will be treated as a single Class and (iii and (ii) theSubordinated Notes and the Reinvesting Holder Notes will be treated as a single Class and theReinvesting Holder Notes shall be deemed to have a principal balance of zero.

“Class A Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test,each as applied with respect to the Class A Notes.

“Class A Notes”: The Class A-1AR Notes, the Class A-1BR Notes and the Class A-2 Notes,collectively.

“Class A-1 Notes”: ThePrior to the Refinancing Date, the Class A-1 Senior Secured FloatingRate Notes issued on the Closing Date pursuant to this Indenture and, on and after theRefinancing Date, the Class A-1 Notes shall be redeemed and no longer Outstanding.

“Class A-1AR Notes”: The Class A-1AR Notes issued on the Refinancing Date pursuant to thisIndenture and having the characteristics specified in Section 2.3.

“Class A-1BR Notes”: The Class A-1BR Notes issued on the Refinancing Date pursuant to thisIndenture and having the characteristics specified in Section 2.3.

“Class A-2 Notes”: ThePrior to the Refinancing Date, the Class A-2 Senior Secured FloatingRate Notes issued on the Closing Date pursuant to this Indenture and, on and after theRefinancing Date, the Class A-2R Notes.

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“Class A-2R Notes”: The Class A-2R Notes issued on the Refinancing Date pursuant to thisIndenture and having the characteristics specified in Section 2.3.

“Class B Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test,each as applied with respect to the Class B Notes.

“Class B Notes”: ThePrior to the Refinancing Date, the Class B-1 Notes and the Class B-2Notes, collectively, and, on and after the Refinancing Date, the Class B-R Notes.

“Class B-1 Notes”: ThePrior to the Refinancing Date, the Class B-1 Senior Secured DeferrableFloating Rate Notes issued on the Closing Date pursuant to this Indenture and having thecharacteristics specified in Section 2.3., on and after the Refinancing Date, the Class B-1 Notesshall be redeemed and no longer Outstanding.

“Class B-2 Notes”: ThePrior to the Refinancing Date, the Class B-2 Senior Secured DeferrableFixed Rate Notes issued on the Closing Date pursuant to this Indenture and, on and after theRefinancing Date, the Class B-2 Notes shall be redeemed and no longer Outstanding.

“Class B-R Notes”: The Class B-R Notes issued on the Refinancing Date pursuant to thisIndenture and having the characteristics specified in Section 2.3.

“Class Break-even Default Rate”: With respect to the Highest Priority S&P Class:

(I) prior to the S&P CDO Monitor Election Date, the maximum percentage of defaults, atany time, that the Current Portfolio or the Proposed Portfolio, as applicable, cansustain, determined through application of the S&P CDO Monitor, which, after givingeffect to S&P’s assumptions on recoveries, defaults and timing and to the Priority ofPayments, willshall result in sufficient funds remaining for the payment of such Classin full. After the Effective Date, S&P willshall provide the Investment Manager withthe Class Break-even Default Rates for the S&P CDO Monitor based upon the S&PWeighted Average Floating Spread Input and the Weighted Average S&P WeightedAverage Recovery Rate selected by the Investment Manager from Section 2 ofSchedule 6 or any other Weighted Average Floating Spread and Weighted AverageS&P Recovery Rate selected by the Investment Manager from time to time.Input, and

(II) on and after the S&P CDO Monitor Election Date, the rate equal to (a) 0.108914257(or such other coefficient provided in advance by S&P to the Issuer, the InvestmentManager and the Collateral Administrator in writing) plus (b) the product of (x)4.119316424 (or such other coefficient provided in advance by S&P to the Issuer, theInvestment Manager and the Collateral Administrator in writing) and (y) the WeightedAverage Floating Spread plus (c) the product of (x) 1.071088057 (or such othercoefficient provided in advance by S&P to the Issuer, the Investment Manager and theCollateral Administrator in writing) and (y) the Weighted Average S&P RecoveryRate.

“Class C Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test,each as applied with respect to the Class C Notes.

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“Class C Notes”: ThePrior to the Refinancing Date, the Class C Senior Secured DeferrableFloating Rate Notes issued on the Closing Date pursuant to this Indenture and, on and after theRefinancing Date, the Class C-R Notes.

“Class C-R Notes”: The Class C-R Notes issued on the Refinancing Date pursuant to thisIndenture and having the characteristics specified in Section 2.3.

“Class D Coverage Tests”: The Overcollateralization Ratio Test and the Interest Coverage Test,each as applied with respect to the Class D Notes.

“Class D Notes”: ThePrior to the Refinancing Date, the Class D Senior Secured DeferrableFloating Rate Notes issued on the Closing Date pursuant to this Indenture and, on and after theRefinancing Date, the Class D-R Notes.

“Class D-R Notes”: The Class D-R Notes issued on the Refinancing Date pursuant to thisIndenture and having the characteristics specified in Section 2.3.

“Class Default Differential”: With respect to the Highest Priority S&P Class, at any time, therate calculated by subtracting the Class Scenario Default Rate at such time for such Class ofNotes from (x) prior to the S&P CDO Monitor Election Date, the Class Break-even Default Rateand (y) on and after the S&P CDO Monitor Election Date, the Adjusted Class Break-evenDefault Rate, in each case, for such Class of Notes at such time.

“Class E Notes”: ThePrior to the Refinancing Date, the Class E Senior Secured DeferrableFloating Rate Notes issued on the Closing Date pursuant to this Indenture and, on and after theRefinancing Date, the Class E-R Notes.

“Class E-R Notes”: The Class E-R Notes issued on the Refinancing Date pursuant to thisIndenture and having the characteristics specified in Section 2.3.

“Class M Note Payment Amount”: The meaning specified in Section 2.7(b).

“Class M Notes”: The Class M Notes issued on the Refinancing Date pursuant to this Indenture.

“Class Scenario Default Rate”: AtWith respect to the Highest Priority Class, at any time:

(a) prior to the S&P CDO Monitor Election Date, an estimate of the cumulativedefault rate for the Current Portfolio or the Proposed Portfolio, as applicable, consistent with therating assigned on the Closing Date by S&P to the Highest Priority S&P ClassS&P’s InitialRating of such Class of Notes, determined by application by the Investment Manager and theCollateral Administrator of the S&P CDO Monitor at such time; and

(b) on and after the S&P CDO Monitor Election Date, the rate at such time equal to:

(i) 0.329915 plus

(ii) the product of (x) 1.210322 and (y) the Expected Portfolio Default Rateminus

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(iii) the product of (x) 0.586627 and (y) the Default Rate Dispersion plus

(iv) (x) 2.538684 divided by (y) the Obligor Diversity Measure plus

(v) (x) 0.216729 divided by (y) the Industry Diversity Measure plus

(vi) (x) 0.0575539 divided by (y) the Regional Diversity Measure minus

(vii) (x) 0.0136662 and (y) the S&P Weighted Average Life.

“Class X Note Payment Amount”: For each Payment Date commencing with the Payment Datein January, 2018, to and including the Payment Date in October, 2019, an amount equal to thelower of the Aggregate Outstanding Amount of the Class X Notes and U.S.$500,000.

“Class X Notes”: The Class X Senior Secured Floating Rate Notes issued on the RefinancingDate pursuant to this Indenture and having the characteristics specified in Section 2.3.

“Clean-Up Call Redemption”: The meaning specified in Section 9.7(a).

“Clean-Up Call Redemption Price”: The meaning specified in Section 9.7(b).

“Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17Aof the Exchange Act.

“Clearing Corporation”: (i) Clearstream, (ii) DTC, (iii) Euroclear and (iv) any entity includedwithin the meaning of “clearing corporation” under Article 8 of the UCC.

“Clearing Corporation Security”: Securities that are in the custody of or maintained on the booksof a Clearing Corporation or a nominee subject to the control of a Clearing Corporation and, ifthey are “certificated securities” (within the meaning of Article 8 of the UCC)CertificatedSecurities in registered form, properly endorsed to or registered in the name of the ClearingCorporation or such nominee.

“Clearstream”: Clearstream Banking, société anonyme, a corporation organized under the lawsof the Duchy of Luxembourg (formerly known as Cedelbank, société anonyme).

“CLO Information Service”: Initially, Intex, and thereafter any third-party vendor that compilesand provides access to information regarding CLO transactions and is selected by the InvestmentManager to receive copies of the Monthly Report and Distribution Report.

“Closing Date”: September 17, 2013.

“Closing Date Certificate”: An Officer’s certificate of the Issuer delivered under Section 3.1.

“Closing Date Par Amount”: U.S.$300,000,000.

“Closing Merger”: The merger of Lombardi 2013-2, LLC with and into the Issuer on the ClosingDate pursuant to the Plan of Merger.

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“Code”: The United States Internal Revenue Code of 1986, as amended, and the TreasuryRegulations promulgated thereunder.

“Co-Issued Notes”: The Class X Notes, the Class A Notes, the Class B Notes and the Class CNotes.

“Co-Issuer”: The Person named as such on the first page of this Indenture, until a successorPerson shall have become the Co-Issuer pursuant to the applicable provisions of this Indenture,and thereafter “Co-Issuer” shall mean such successor Person.

“Co-Issuers”: The Issuer together with the Co-Issuer.

“Collateral”: The meaning assigned in the Granting Clauses hereof.

“Collateral Administration Agreement”: An agreement dated as of the Closing Date among theIssuer, the Investment Manager and the Collateral Administrator, as amended from time to time.

“Collateral Administrator”: The Bank, in its capacity as collateral administrator under theCollateral Administration Agreement, and any successor thereto.

“Collateral Interest Amount”: As of any date of determination, without duplication, theaggregate amount of Interest Proceeds that has been received or that is expected to be received(other than Interest Proceeds expected to be received from Defaulted Obligations and DeferringSecuritiesObligations, but including Interest Proceeds actually received from DefaultedObligations and Deferring SecuritiesObligations), in each case during the Collection Period inwhich such date of determination occurs (or after such Collection Period but on or prior to therelated Payment Date if such Interest Proceeds would be treated as Interest Proceeds wit