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DO/DO/342243/58/UKM/89346691.3 1
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF YOU ARE IN THE UNITED KINGDOM), OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER (IF YOU ARE RESIDENT OUTSIDE THE UNITED KINGDOM).
THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE CLASS A-1 NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUIRED TO EXPEDITE PRE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE CLASS A-1 NOTES IN A TIMELY MANNER. IF BENEFICIAL OWNERS OF THE CLASS A-1 NOTES ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
THIS NOTICE IS ADDRESSED ONLY TO HOLDERS OF THE CLASS A-1 NOTES (AS DEFINED BELOW) AND PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO DISTRIBUTE IT (“RELEVANT PERSONS”). IT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS NOTICE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
IF YOU HAVE RECENTLY SOLD OR OTHERWISE TRANSFERRED YOUR ENTIRE HOLDING(S) OF THE CLASS A-1 NOTES REFERRED TO BELOW, YOU SHOULD IMMEDIATELY FORWARD THIS DOCUMENT TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION.
DO/DO/342243/58/UKM/89346691.3 2
ARES EUROPEAN CLO VII B.V.(the "Issuer")
€265,000,000 Class A-1-R Senior Secured Floating Rate Notes due 2030
Notes Regulation S ISIN Rule 144A ISIN
Class A-1-R CM Voting Notes XS1650056606 XS1650056945
Class A-1-R CM Non-Voting Exchangeable Notes
XS1650056788 XS1650057166
Class A-1-R CM Non-Voting Notes
XS1650056861 XS1650057083
(the "Class A-1 Notes")
Re: Amendment of the Collateral Management and Administration Agreement
Capitalised terms used, but not defined, in this Notice shall have the meaning given thereto in the Conditions (as defined below).
This announcement may contain inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.
BACKGROUND
We refer to a collateral management and administration agreement originally dated 4 September 2014 (as amended, restated and/or supplemented from time to time including on 15 August 2017) (the "Collateral Management and Administration Agreement") as well as to a trust deed dated 4 September 2014 as supplemented on 15 August 2017 pursuant to which the Class A-1 Notes were constituted (the "Trust Deed") and incorporating the conditions of the Notes (the "Conditions"), both between, amongst others, the Issuer, Citibank, N.A. London Branch in its capacity as trustee (the "Trustee") and Ares European Loan Management LLP as Collateral Manager (the "Collateral Manager").
PROPOSAL
The Issuer requests that the Class A-1 Noteholders as the Controlling Class, consider the following course of action (the "Proposal"): to consent to amendments by way of Ordinary Resolution to the Collateral Management and Administration Agreement in order that such document be consistent with the requirements of the Rating Agencies, including to address any change in the rating methodology employed by either Rating Agency, and specifically, to address changes to S&P's methodology published on 10 April 2018 (the "Amendments"). Pursuant to and in accordance with limbs (xii) and (xix) of Condition 14(c), the Collateral Manager is required to certify to the Trustee that the Amendments would not materially prejudice the interests of the Noteholders of the Notes of any Class and it is required that the Trustee receive a Rating Agency Confirmation in respect of the Rated Notes from each Rating Agency (being S&P and Moody's) in relation to the Amendments. In addition, the Issuer is required to notify each Hedge Counterparty of the proposal to effect the Amendments and to seek the prior consent of each Hedge Counterparty in respect thereof.
CONSENT AND APPROVAL
DO/DO/342243/58/UKM/89346691.3 3
The Issuer requests that the holders of the Class A-1 Notes consider the Proposal and vote by written resolution as described below (the "Proposed Written Resolution") as to whether they approve of the Proposal. The Proposal will be approved by an Ordinary Resolution of the holders of more than 50 per cent. of the Principal Amount Outstanding of the Class A-1 Notes (the “Requisite Percentage”), which will take the form of the Proposed Written Resolution.
Accordingly, holders of the Class A Notes are requested to approve and pass the Proposal by written resolution in accordance with the procedure set out below by NO LATER THAN 1 June 2018 (the "Response Deadline"). Notwithstanding such deadline holders of the Class A-1 Notes are advised that the Proposed Written Resolution will be passed and will take effect before the Response Deadline if the requisite consents of the holders of Class A-1 Notes are obtained before the Response Deadline.
Any Class A-1 Noteholders with questions relating to the Proposal or the Proposed Written Resolution are kindly requested to contact the Collateral Manager using the details set out below.
PROCEDURE FOR VOTING ON THE WRITTEN RESOLUTION
Any holder of a beneficial interest in a Regulation S Global Certificate representing the Class A-1 Notes wishing to elect to approve the Proposal should follow the procedures set out below.
Noteholders who do not wish to approve the Proposed Written Resolution need take no action.
To authorise and instruct the Principal Paying Agent on its behalf to execute the Proposed Written Resolution in respect of the Class A-1 Notes in which they have an interest, Class A-1 Noteholders must, in respect of the Class A-1 Notes, ensure that (i) they give electronic voting instructions to the relevant Clearing System (in accordance with their procedures) TO APPROVE the Proposed Written Resolution such that the Principal Paying Agent on its behalf will receive them on or before the Response Deadline and (ii) the relevant Clearing System has received irrevocable instructions (with which they have complied) to block Class A-1 Notes in the securities account to which they are credited with effect from and including the day on which the electronic voting instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to the Class A-1 Notes at any time after such date until the Response Deadline. Class A-1 Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System.
Noteholders who do not wish to approve the Proposed Written Resolution need take no action.
Beneficial owners of Class A-1 Notes who are not direct participants in the Clearing Systems must contact their broker, dealer, bank, custodian, trust company or other nominee to arrange for the accountholder in Euroclear or Clearstream, Luxembourg, as the case may be, through which they hold Class A-1 Notes to deliver an electronic voting instruction in accordance with the requirements of the relevant Clearing System and procure that the Class A-1 Notes are blocked in accordance with the normal procedures of the relevant Clearing System and the deadlines imposed by such Clearing System.
Class A-1 Noteholders should ensure that the relevant blocking instructions to the relevant Clearing System can be allocated to the relevant electronic voting instruction. For the avoidance of doubt, each electronic acceptance instruction must have an individual matching blocking instruction. By providing instructions as described above, each beneficial owner of the Class A-1 Notes authorises the Clearing Systems and/or any custodian at which their account is maintained to disclose to each of the addressees of the Proposed Written Resolution confirmation that they are the beneficial owner of such Class A-1 Notes and the Principal Amount Outstanding of such Class A-1 Notes.
DO/DO/342243/58/UKM/89346691.3 4
The Issuer hereby agrees (and Class A-1 Noteholders approving the Proposed Written Resolution are deemed to acknowledge) that when executing the proposed Written Resolution on behalf of the relevant Class A-1 Noteholders the Principal Paying Agent shall have the benefit of the rights, powers, protections, indemnities and limitations on liability conferred on it pursuant to the Agency and Account Bank Agreement.
Each of the Issuer and the Trustee shall be entitled to rely upon approval of the Proposed Written Resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing Systems in accordance with their operating rules and procedures by or on behalf of the holders of more than 50 per cent. of the Principal Amount Outstanding of the Class A-1 Notes by the close of business on the Response Deadline.
TRUSTEE
In accordance with normal practice, the Trustee expresses no opinion on the merits of the Proposal contained in this Notice or the Written Resolution but the Trustee has authorised it to be stated that it has no objection to the Written Resolution being submitted to the holders of the Class A-1 Notes for their consideration. The Trustee has not been involved in formulating the Written Resolution and the Trustee makes no representation that all relevant information has been disclosed to holders of the Class A-1 Notes pursuant to this Notice. The Trustee recommends that holders of the Class A-1 Notes who are in any doubt as to the impact of the Written Resolution or the Proposal contemplated thereby seek their own legal, financial or other professional advice. The Trustee is not responsible for, and has no liability in relation to, the accuracy, completeness, validity or correctness of the statements made or documents referred to in this notice or in the Proposed Written Resolution or for any omissions from the Proposed Written Resolution or this notice or for any written or oral information made available to any person receiving this notice or its advisers and any such liability is expressly disclaimed.
For further information relating to the voting procedures set out above please contact the Collateral Manager, contact details for which are set out below.
Date: 22 May 2018
Collateral Manager
Ares European Loan Management LLP10 New Burlington Street6th FloorLondonW1S 3BEUnited Kingdom
Attention: Francois GauvinEmail: [email protected]: +44 20 7434 6475
and
Attention: Andrew HendleyEmail: [email protected]: +44 207 434 6457
DO/DO/342243/58/UKM/89346691.3 5
ANNEX 1
FORM OF WRITTEN RESOLUTION
WRITTEN RESOLUTION
To: CITIBANK, N.A. LONDON BRANCH (as Trustee and Transfer Agent)Citigroup CentreCanada SquareCanary WharfLondon E14 5LBUnited Kingdom
ARES EUROPEAN CLO VII B.V.Herikerbergweg 238Luna Arena1101 CMAmsterdamThe Netherlands
ARES EUROPEAN CLO VII B.V.(the "Issuer")
€265,000,000 Class A-1-R Senior Secured Floating Rate Notes due 2030
Notes Regulation S ISIN Rule 144A ISIN
Class A-1-R CM Voting Notes XS1650056606 XS1650056945
Class A-1-R CM Non-Voting Exchangeable Notes
XS1650056788 XS1650057166
Class A-1-R CM Non-Voting Notes
XS1650056861 XS1650057083
(the "Class A-1 Notes")
We refer to a collateral management and administration agreement originally dated 4 September 2014 (as amended, restated and/or supplemented from time to time including on 15 August 2017) (the "Collateral Management and Administration Agreement") as well as to a trust deed dated 4 September 2014 as supplemented on 15 August 2017 pursuant to which the Class A-1 Notes were constituted (the "Trust Deed") and incorporating the conditions of the Notes (the "Conditions"), both between, amongst others, the Issuer, Citibank, N.A. London Branch in its capacity as trustee (the "Trustee") and Ares European Loan Management LLP as Collateral Manager (the "Collateral Manager").
We also refer to a notice given by the Issuer to the Class A-1 Noteholders dated 22 May 2018 (as such notice may be amended and/or supplemented from time to time, the “Notice”).
DO/DO/342243/58/UKM/89346691.3 6
Capitalised terms used in this Written Resolution but not defined herein shall have the meanings given to them in the Trust Deed.
For the avoidance of doubt, the Principal Paying Agent is solely approving this Written Resolution on the instructions of beneficial holders of the Notes and has no responsibility or liability for any matter contained in this Written Resolution.
In accordance with limbs (xii) and (xix) of Condition 14(c), we, a proxy acting on behalf of the relevant Class A-1 Noteholders, consent to the amendment of Schedule 2 to the Collateral Management and Administration Agreement so that the table which currently appears on page 94 of the Collateral Management and Administration Agreement which has an x-axis titled "Initial Rated Note Rating" and a y-axis titled "S&P Recovery Rating of Collateral Obligation" is deleted and replaced by the table that is contained in Appendix 1 hereto (the "Proposed Amendment").
We, the undersigned, confirm that, as of the date hereof, we confirm that we have been instructed by the beneficial holders of € ______________ Principal Amount Outstanding of the Class A-1 Notes.
Conditional upon your receipt of similar Written Resolutions from, or on the instruction and authorisation of, the other holders of the Class A-1 Notes who, together with our representation of Class A-1 Notes, hold more than 50 per cent. of the Principal Amount Outstanding of the Class A-1 Notes and concurrently with such other Written Resolutions, we, a proxy acting on behalf of the relevant Class A-1 Noteholders, hereby authorise the approval of this Written Resolution and:
1. authorise, request and direct the Issuer and Trustee to (i) agree to the modifications referred to in the Proposed Amendment, (ii) execute a deed of amendment in respect of the Collateral Management and Administration Agreement in the form appended hereto as Schedule 1 (the “Deed of Amendment”) and (iii) concur with and enter into any other deeds and documents and/or do all such acts and things as may be necessary or expedient for the purpose of giving effect to this Written Resolution including providing notice of the passing of this Written Resolution to the Irish Stock Exchange (or procuring for some other person to do so).
2. resolve that any and every modification, waiver, abrogation, variation, compromise of, or arrangement in respect of, the rights of the holders of the Class A-1 Notes against the Issuer whether such rights shall arise under the Trust Deed, the Conditions or otherwise, involved in or resulting from or to be effected by Proposed Amendment, authorisations referred to in this Written Resolution and their implementation thereof be and are hereby approved.
3. irrevocably waive any claim against the Issuer or the Trustee which arises as a result of any loss or damage to the Class A-1 Noteholders suffered or incurred as a result of the Issuer or the Trustee following the terms of this Written Resolution and the implementation of this Written Resolution (including for the avoidance of doubt, the directions and/or instructions contained herein).
4. approve that the Issuer and the Trustee shall have no liability and irrevocably waive any claims against the Issuer and the Trustee for acting upon this Written Resolution and the implementation of the Written Resolution even though it may be subsequently found that there is a defect in this Written Resolution or that for any reason this Written Resolution is not valid or binding upon the Noteholders.
5. Discharge and exonerate each of the Issuer and the Trustee from all liability which may be suffered or incurred by the Trustee or the Issuer as a result of any claims, actions, demands or proceedings brought or established (including legal fees) which the Trustee may suffer or incur which in any case arise as a result of the Trustee or the Issuer acting in accordance with this Written Resolution.
DO/DO/342243/58/UKM/89346691.3 7
6. agree that this Written Resolution shall take effect as a Written Resolution pursuant to paragraph 13 of Schedule 5 (Provisions for Meetings of the Noteholders of each Class) to theTrust Deed.
We, a proxy acting on behalf of the relevant Class A-1 Noteholders, hereby acknowledge and represent that, in connection with the Proposed Amendment and the entry into, and the confirming of the execution of, a deed of amendment to the Collateral Management and Administration Agreement that:
a. the terms of this Written Resolution have not been formulated by the Trustee (who expresses no view on them) and we have not construed this Written Resolution as a recommendation to the Class A-1 Noteholders;
b. we have consulted with our own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent deemed necessary, and have made our own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation) based upon our own judgement and upon any advice from such advisers as deemed necessary and not upon any view expressed by the addressees of the Notice;
c. we are signing this direction and Written Resolution with a full understanding of all of the terms, conditions and risks hereof and thereof (economic and otherwise), and we are capable of assuming and willing to assume (financially and otherwise) those risks;
d. we are sophisticated investors familiar with transactions similar to our investment in the Notes and we are acting for our own account, and we are solely responsible for making our own independent decisions in respect of all matters (including those relating to this Written Resolution, the Class A-1 Notes and the Issuer and agreeing to the passing of this Written Resolution approving the Notice, based upon our own judgement and upon advice from such advisers as we have deemed necessary; and the terms of this Written Resolution have not been formulated by the Trustee who, in accordance with normal practice, expresses no view on the Written Resolution, its terms or its merits, and nothing in this Written Resolution should be construed as a recommendation to the Holder from the Trustee to either approve or reject this Written Resolution. The Class A-1 Noteholders agree that the Trustee is not responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Written Resolution or for any omissions from this Written Resolution. The Class A-1 Noteholder has consulted its own professional advisers in connection with the matters referred to in this Written Resolution.
This Written Resolution and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law.
This Written Resolution may be contained in one document or in several documents in like form, each signed by or on behalf of one or more of the holders of the Class A-1 Notes.
__________________________________
DO/DO/342243/58/UKM/89346691.3 8
Principal Paying Agent, acting on behalf of €___________________________ Principal Amount Outstanding of the Class A-1 Notes
Date: 2018
DO/DO/342243/58/UKM/89346691.3 9
APPENDIX 1
Initial Rated Note Rating
S&P Recovery Rating of Collateral
Obligation
Rangefrom
publishedreports
AAA AA A BBB BB B CCC
1+ 1+ (100) 75.00% 85.00% 88.00% 90.00% 92.00% 95.00% 95.00%
1 1 (95) 70.00% 80.00% 84.00% 87.50% 91.00% 95.00% 95.00%
1 1 (90) 65.00% 75.00% 80.00% 85.00% 90.00% 95.00% 95.00%
2 2 (85) 62.50% 72.50% 77.50% 83.00% 88.00% 92.00% 92.00%
2 2 (80) 60.00% 70.00% 75.00% 81.00% 86.00% 89.00% 89.00%
2 2 (75) 55.00% 65.00% 70.50% 77.00% 82.50% 84.00% 84.00%
2 2 (70) 50.00% 60.00% 66.00% 73.00% 79.00% 79.00% 79.00%
3 3 (65) 45.00% 55.00% 61.00% 68.00% 73.00% 74.00% 74.00%
3 3 (60) 40.00% 50.00% 56.00% 63.00% 67.00% 69.00% 69.00%
3 3 (55) 35.00% 45.00% 51.00% 58.00% 63.00% 64.00% 64.00%
3 3 (50) 30.00% 40.00% 46.00% 53.00% 59.00% 59.00% 59.00%
4 4 (45) 28.50% 37.50% 44.00% 49.50% 53.50% 54.00% 54.00%
4 4 (40) 27.00% 35.00% 42.00% 46.00% 48.00% 49.00% 49.00%
4 4 (35) 23.50% 30.50% 37.50% 42.50% 43.50% 44.00% 44.00%
4 4 (30) 20.00% 26.00% 33.00% 39.00% 39.00% 39.00% 39.00%
5 5 (25) 17.50% 23.00% 28.50% 32.50% 33.50% 34.00% 34.00%
5 5 (20) 15.00% 20.00% 24.00% 26.00% 28.00% 29.00% 29.00%
5 5 (15) 10.00% 15.00% 19.50% 22.50% 23.50% 24.00% 24.00%
5 5 (10) 5.00% 10.00% 15.00% 19.00% 19.00% 19.00% 19.00%
6 6 (5) 3.50% 7.00% 10.50% 13.50% 14.00% 14.00% 14.00%
6 6 (0) 2.00% 4.00% 6.00% 8.00% 9.00% 9.00% 9.00%
DO/DO/342243/58/UKM/89346691.3 10
SCHEDULE 1
DLA Piper UK LLP3 Noble StreetLondonEC2V 7EEUnited KingdomTel: +44 (0) 8700 111 111Fax: +44 (0) 20 7796 6666 DO/DO/342243/58/UKM/89346629.2
DEED OF AMENDMENT RELATING TO A COLLATERALMANAGEMENT AND ADMINISTRATION AGREEMENT
originally dated 4 September 2014 as amended and restated on 15 August 2017 and on
______________________ 2018
by
ARES EUROPEAN CLO VII B.V.as Issuer
and
ARES EUROPEAN LOAN MANAGEMENT LLPas Collateral Manager
and
CITIBANK, N.A. LONDON BRANCHas Custodian and Information Agent
and
CITIBANK, N.A. LONDON BRANCHas Trustee
and
VIRTUS GROUP LPas Collateral Administrator
TCF/CKL/356778/22/UKM/85989145.7
Table of contents
1. DEFINITIONS AND INTERPRETATION .......................................................................... 1
2. AMENDMENTS ...................................................................................................................... 2
3. CONTINUING OBLIGATIONS............................................................................................ 3
4. MISCELLANEOUS ................................................................................................................ 3
Appendix 1............................................................................................................................................. 4
DO/DO/342243/58/UKM/89346629.2 11
Deed of Amendment
This Deed is dated 2018
By
(1) ARES EUROPEAN CLO VII B.V., a private company with limited liability (beslotenvennootschap met beperkte aansprakelijkheid) incorporated under the laws ofThe Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlandsand its registered office at Herikerbergweg 238, Luna ArenA, 1101 CM, Amsterdam,The Netherlands and registered in the commercial register of the Chamber of Commerce andIndustries under number 60666404 (the "Issuer");
(2) ARES EUROPEAN LOAN MANAGEMENT LLP, a limited liability partnershipincorporated under the laws of England and Wales with registered number OC404019 andhaving its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE (the"Collateral Manager" which expression shall include the permitted successors and assignsthereof);
(3) CITIBANK, N.A. LONDON BRANCH, acting out of its office at Citigroup Centre, CanadaSquare, Canary Wharf, London E14 5LB, United Kingdom in its capacity as custodian andinformation agent (in such capacities, the "Custodian" and the "Information Agent"respectively, which expressions shall include the permitted successors and assigns thereof);
(4) CITIBANK, N.A. LONDON BRANCH, having its registered office at Citigroup Centre,Canada Square, Canary Wharf, London E14 5LB, United Kingdom (the "Trustee", whichexpression shall include the permitted successors and assigns thereof as trustee for theNoteholders and security trustee for the Secured Parties; and
(5) VIRTUS GROUP LP, a limited partnership incorporated under the laws of Texas and havingits operating office at New Broad Street House, 35 New Broad Street, London EC2M 1NH, ascollateral administrator (the "Collateral Administrator", which expression shall include thepermitted successors and assigns thereof),
each a "Party" and together the "Parties".
Background
A. On 4 September 2014 the certain parties entered into the Collateral Management andAdministration Agreement. On 15 August 2017, the parties amended the CollateralManagement and Administration Agreement.
B. Pursuant to the terms of this Deed, the Parties now wish to amend Collateral Management andAdministration Agreement as set out herein (such amendments, the "Amendments").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
Unless otherwise defined in this Deed or the context requires otherwise, words andexpressions used in this Deed have the meanings and constructions ascribed to them in a trust
DO/DO/342243/58/UKM/89346629.2 22
deed originally entered into on 4 September 2014 as supplemented on 15 August 2017between, inter alia, the Parties (the "Trust Deed"). In addition in this Deed:
"Effective Date" means the date of this Deed.
1.2 Transaction Document
This Deed is a Transaction Document.
1.3 Execution as a Deed
Each Party intends this Deed to be a deed and confirms that it is executed and delivered as adeed, notwithstanding the fact that one or more of the other Parties may only execute it underhand.
1.4 Third party rights
A person who is not a party to this Deed has no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.
1.5 Conflict with Trust Deed
If there is any conflict between the provisions of the Trust Deed and the provisions of thisDeed, the provisions of this Trust Deed shall prevail.
1.6 Additional Requirements
Pursuant to and in accordance with Condition 14 of the Conditions (including but not limitedto limbs (xii) and (xix) of Condition 14(c)) and clause 26.2 of the Trust Deed:
1.6.1 the Collateral Manager hereby certifies to the Trustee that the Amendmentswould not materially prejudice the interests of the holders of the Notes of anyClass;
1.6.2 the Trustee has received a Rating Agency Confirmation in respect of the RatedNotes from each Rating Agency currently rating the Rated Notes in relation to theAmendments;
1.6.3 the Controlling Class (being the Class A-1 Noteholders) acting by way ofOrdinary Resolution has consented to the Amendments;
1.6.4 the Issuer hereby certifies to the Trustee that Amendments are required pursuantto Conditions 14(c)(xii) and (xix);
1.6.5 the Issuer has notified and received the consent of each Hedge Counterparty inrelation to the Amendments; and
1.6.6 by signing this Deed, each of the Parties provides their consent to theAmendments.
2. AMENDMENTS
2.1 Amendments to the Collateral Management and Administration Agreement
The Parties hereby agree that on and from the Effective Date, Schedule 2 (S&P RecoveryRates) of the Collateral Management and Administration Agreement shall be amended so that
DO/DO/342243/58/UKM/89346629.2 33
the table which currently appears on page 100 of the Collateral Management andAdministration Agreement which has an x-axis titled "Initial Rated Note Rating" and a y-axistitled "S&P Recovery Rating of Collateral Obligation" is deleted and replaced by the tablecontained in Appendix 1 hereto
3. CONTINUING OBLIGATIONS
The provisions of the Collateral Management and Administration Agreement shall, save asamended by this Deed, continue in full force and effect.
4. MISCELLANEOUS
4.1 Construction
On and from the Effective Date, this Deed and Collateral Management and AdministrationAgreement will be read and construed as one document. References to the CollateralManagement and Administration Agreement, however expressed, will be read and construedas references to both the Collateral Management and Administration Agreement as amendedby this Deed and to this Deed.
4.2 Counterparts
This Deed may be executed in any number of counterparts and this has the same effect as ifthe signatures on the counterparts were on a single copy of the Deed.
4.3 Governing law
This Deed and any non-contractual obligations arising out of or in connection with it aregoverned by English law and shall be construed in accordance with English law.
4.4 Jurisdiction
The courts of England have exclusive jurisdiction to settle any dispute arising out of or inconnection with this Agreement (including a dispute relating to the existence, validity ortermination of this Agreement or any non-contractual obligation arising out of or inconnection with this Agreement) (a "Dispute").
The Parties agree that the courts of England are the most appropriate and convenient courts tosettle Disputes and accordingly no Party will argue to the contrary.
IN WITNESS WHEREOF, the parties hereto have caused this Deed to be duly executed as a Deedon the date first above written.
Appendix 1
Initial Rated Note Rating
S&P RecoveryRating of Collateral
Obligation
Rangefrom
publishedreports
AAA AA A BBB BB B CCC
1+ 1+ (100) 75.00% 85.00% 88.00% 90.00% 92.00% 95.00% 95.00%
1 1 (95) 70.00% 80.00% 84.00% 87.50% 91.00% 95.00% 95.00%
1 1 (90) 65.00% 75.00% 80.00% 85.00% 90.00% 95.00% 95.00%
2 2 (85) 62.50% 72.50% 77.50% 83.00% 88.00% 92.00% 92.00%
2 2 (80) 60.00% 70.00% 75.00% 81.00% 86.00% 89.00% 89.00%
2 2 (75) 55.00% 65.00% 70.50% 77.00% 82.50% 84.00% 84.00%
2 2 (70) 50.00% 60.00% 66.00% 73.00% 79.00% 79.00% 79.00%
3 3 (65) 45.00% 55.00% 61.00% 68.00% 73.00% 74.00% 74.00%
3 3 (60) 40.00% 50.00% 56.00% 63.00% 67.00% 69.00% 69.00%
3 3 (55) 35.00% 45.00% 51.00% 58.00% 63.00% 64.00% 64.00%
3 3 (50) 30.00% 40.00% 46.00% 53.00% 59.00% 59.00% 59.00%
4 4 (45) 28.50% 37.50% 44.00% 49.50% 53.50% 54.00% 54.00%
4 4 (40) 27.00% 35.00% 42.00% 46.00% 48.00% 49.00% 49.00%
4 4 (35) 23.50% 30.50% 37.50% 42.50% 43.50% 44.00% 44.00%
4 4 (30) 20.00% 26.00% 33.00% 39.00% 39.00% 39.00% 39.00%
5 5 (25) 17.50% 23.00% 28.50% 32.50% 33.50% 34.00% 34.00%
5 5 (20) 15.00% 20.00% 24.00% 26.00% 28.00% 29.00% 29.00%
5 5 (15) 10.00% 15.00% 19.50% 22.50% 23.50% 24.00% 24.00%
5 5 (10) 5.00% 10.00% 15.00% 19.00% 19.00% 19.00% 19.00%
6 6 (5) 3.50% 7.00% 10.50% 13.50% 14.00% 14.00% 14.00%
6 6 (0) 2.00% 4.00% 6.00% 8.00% 9.00% 9.00% 9.00%
EXECUTION PAGES
Issuer
Executed as a deed and delivered by a dulyauthorised signatory of ARES EUROPEANCLO VII B.V.
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Authorised Signatory
Collateral Manager
EXECUTED as a DEED
and DELIVERED by
ARES EUROPEAN LOAN MANAGEMENT LLP
By: Ares European Loan Management Holdings
LLC, its managing member
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)
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_______________________________
In the presence of
Signature of Witness:
Name of Witness:
Address of Witness:
Custodian
Executed as a deed by CITIBANK, N.A.LONDON BRANCH acting by a delegatedsignatory
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Information Agent
Executed as a deed by CITIBANK, N.A.LONDON BRANCH acting by a delegatedsignatory
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Trustee
Executed as a deed by CITIBANK, N.A.LONDON BRANCH acting by a delegatedsignatory
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Collateral Administrator
Executed as a deed and delivered byVIRTUS GROUP LP acting by its dulyauthorised signatory
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Authorised Signatory