Notice to Holders of Cerberus Loan Funding XVI LP And, As Applicable, Cerberus Co-Issuer XVI LLC and Notice to the Parties List
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Global Corporate Trust 190 S. LaSalle Street, 8th Floor Chicago, Illinois 60603 Notice to Holders of Cerberus Loan Funding XVI LP and, as applicable, Cerberus Co-Issuer XVI LLC CUSIP ISIN Rule 144A Rule 144A CUSIP ISIN 1 Class Global Global Regulation S Global Regulation S Global Class A-1T Notes 15672YAA8 US15672YAA82 G2030TAA7 USG2030TAA72 Class A-1F Notes 15672YAC4 US15672YAC49 G2030TAB5 USG2030TAB55 Class A-1L Loans 15672YAE0 US15672YAE05 G2030TAC3 USG2030TAC39 Class A-2 Notes 15672YAG5 US15672YAG52 G2030TAD1 USG2030TAD12 Class B Notes 15672YAJ9 US15672YAJ91 G2030TAE9 USG2030TAE94 Class C Notes 15672YAL4 US15672YAL48 G2030TAF6 USG2030TAF69 Class D Notes 15672YAN0 US15672YAN04 G2030TAG4 USG2030TAG43 Class E Notes 15673AAA9 US15673AAA97 N/A N/A and notice to the parties listed on Schedule A attached hereto. Notice of Proposed Supplemental Indenture PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Reference is made to that certain Indenture, dated as of November 17, 2016 (as amended, modified or supplemented from time to time, the “Indenture”), among Cerberus Loan Funding XVI LP (the “Issuer”), Cerberus PSERS GP, LLC (the “General Partner”), Cerberus Co-Issuer XVI LLC (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), Cerberus PSERS Levered Loan Opportunities Fund, L.P. (the “Servicer”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). Capitalized terms used but not defined herein which are defined in the Indenture shall have the meaning given thereto in the Indenture. Pursuant to Section 8.2(b) of the Indenture, the Trustee hereby provides notice of a proposed supplemental indenture (the “Proposed Supplemental Indenture”) to be entered into among the Co-Issuers, General Partner, Servicer and the Trustee pursuant to Section 8.2 of the Indenture in connection with an Optional Redemption of the Debt pursuant to a Refinancing in accordance with Section 9.2 of the Indenture (the “Refinancing”). A copy of the Proposed Supplemental Indenture is attached hereto as Exhibit A. The proposed date of execution for the Proposed Supplemental Indenture is November 20, 2018. 1 The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or correctness of CUSIP/ISIN numbers printed on any Debt or as indicated in this notice. Please note that the execution of the Proposed Supplemental Indenture is subject to the satisfaction of certain conditions set forth in the Indenture. In addition, the Refinancing is subject to the satisfaction of certain conditions set forth in the Indenture and may also be withdrawn (in which case the Proposed Supplemental Indenture would not be executed) in accordance with the terms and conditions of the Indenture. The Trustee does not express any view on the merits of, and does not make any recommendation (either for or against) with respect to, the Proposed Supplemental Indenture and gives no investment, tax or legal advice. Each Holder should seek advice from its own counsel and advisors based on the Holder’s particular circumstances. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Trustee as their sole source of information. The Trustee expressly reserves all rights under the Indenture, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities owing or to become owing to the Trustee, compensation for Trustee time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Indenture, and its right, prior to exercising any rights or powers vested in it by the Indenture at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise. This notice is being sent to Holders by U.S. Bank National Association in its capacity as Trustee. Holders with questions regarding this notice should direct their inquiries, in writing, to: Jared C. Hansen, U.S. Bank National Association, Global Corporate Trust, 190 S. LaSalle Street, 8th Floor, Chicago, Illinois 60603, telephone (312) 332-7096, or via email at [email protected]. U.S. BANK NATIONAL ASSOCIATION, October 29, 2018 as Trustee 2 SCHEDULE A Cerberus Loan Funding XVI LP Walkers Listing Services Limited 875 Third Avenue, 11th Floor The Exchange New York, New York 10022 George's Dock, IFSC Attention: Mark Neporent Dublin 1, Ireland Cerberus Co-Issuer XVI LLC Euronext Dublin Announcement Office 875 Third Avenue, 11th Floor Electronic copy to be uploaded to the New York, New York 10022 Irish Stock Exchange website via Attention: Mark Neporent http://www.isedirect.ie Cerberus PSERS GP, LLC DTC/Euroclear/Clearstream 875 Third Avenue, 11th Floor [email protected] New York, New York 10022 [email protected] Attention: President [email protected] [email protected] Cerberus PSERS Levered Loan [email protected] Opportunities Fund, L.P. 875 Third Avenue, 11th Floor New York, New York 10022 Attention: Mark Neporent Natixis Securities Americas LLC 1251 Avenue of the Americas, 5th Floor New York, New York 10020 Attention: General Counsel U.S. Bank National Association, as Loan Agent Moody’s Investors Service, Inc. 7 World Trade Center New York, New York 10007 Attention: CDO Monitoring Email: [email protected]; [email protected] m; [email protected] Euronext Dublin 28 Anglesea Street Dublin 2, Ireland Email: [email protected] EXHIBIT A [Proposed Supplemental Indenture] MTHM Draft 10/29/2018 THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of November [20], 2018 (the "Refinancing Date"), among Cerberus Loan Funding XXV LP (formerly known as Cerberus Loan Funding XVI LP), an exempted limited partnership registered in the Cayman Islands (the "Issuer"), acting through the General Partner (defined below), Cerberus LFGP XXV, LLC (as assignee of Cerberus PSERS GP, LLC), a limited liability company organized under the laws of the State of Delaware and registered as a foreign company in the Cayman Islands pursuant to the Companies Law (as amended) of Cayman Islands (the "General Partner"), Cerberus Co-Issuer XXV LLC (formerly known as Cerberus Co-Issuer XVI LLC), a Delaware limited liability company (the "Co-Issuer" and together with the Issuer, the "Co-Issuers"), Cerberus Business Finance, LLC, a Delaware limited liability company (as successor in the capacity of servicer to Cerberus PSERS Levered Loan Opportunities Fund, L.P., a limited partnership organized under the laws of the State of Delaware) (the "Servicer") and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (herein, together with its permitted successors in the trusts hereunder, the "Trustee"), is entered into pursuant to the terms of the indenture, dated as of November 17, 2016, among the Issuer, the General Partner, the Co-Issuer, the Servicer and the Trustee (as amended, supplemented or otherwise modified from time to time, the "Indenture"). Capitalized terms used but not defined in this Supplemental Indenture have the meanings set forth in the Indenture. WITNESSETH: WHEREAS, pursuant to Section 8.2 of the Indenture, the Trustee, the Servicer, the General Partner and the Co-Issuers may enter into a supplemental indenture to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or the Class A Loan Agreement or modify in any manner the rights of the Holders of the Debt of such Class under the Indenture, subject to the consent of the requisite percentage of each Class of Debt required by said Section 8.2; WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this Supplemental Indenture to effect an Optional Redemption by Refinancing of all of the Debt issued under the existing Indenture (the "Original Debt") through the issuance of the Class A-1T-R Senior Secured Floating Rate Notes due [2030] (the "Class A Notes"), the Class B-R Senior Secured Floating Rate Notes due [2030] (the "Class B Notes"), the Class C-R Secured Deferrable Floating Rate Notes due [2030] (the "Class C Notes") and the Class D-R Secured Deferrable Floating Rate Notes due [2030] (the "Class D Notes") (collectively, the "Refinancing Notes") and the borrowing of the Class A-1L-R Senior Secured Loans maturing [2030] (together with the Refinancing Notes, the "Refinancing Debt") and make the further changes to the Indenture as indicated in Annex A hereto; WHEREAS, the conditions set forth for entry into a supplemental indenture pursuant to Sections Section 8.2 and Section 8.4 of the Indenture have been satisfied; and WHEREAS, the conditions set forth in Section 9.2