#111231449v10 db1 - venture xiv clo refinancing first ... · supplemental indenture, dated february...

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CITIBANK, N.A.

VENTURE XIV CLO, LIMITED

VENTURE XIV CLO, LLC

NOTICE OF REVISED PROPOSED SUPPLEMENTAL INDENTURE

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST

TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT NOTES. IF

APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES

RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO

BENEFICIAL OWNERS OF THE NOTES IN A TIMELY MANNER.

Notice Date: February 21, 2020

Notice Record Date: February 6, 2020

To: The Holders of the Notes described as:

Rule 144A Global

CUSIP ISIN*

Class A-R Notes 92328GAS5 US92328GAS57

Class B-R Notes 92328GAU0 US92328GAU04

Class C-R Notes 92328GAW6 US92328GAW69

Class D-R Notes 92328GAY2 US92328GAY26

Class E-R Notes 92328HAG9 US92328HAG92

Subordinated Fee Notes (144A) 92328HAE4 US92328HAE45

Subordinated Notes (144A) 92328HAC8 US92328HAC88

No representation is made as to the correctness or accuracy 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.

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Regulation S Global

CUSIP* ISIN*

Class A-R Notes G93452AJ2 USG93452AJ25

Class B-R Notes G93452AK9 USG93452AK97

Class C-R Notes G93452AL7 USG93452AL70

Class D-R Notes G93452AM5 USG93452AM53

Class E-R Notes G93443AD4 USG93443AD49

Subordinated Fee Notes (Reg S) G93443AC6 USG93443AC65

Subordinated Notes (Reg S) G93443AB8 USG93443AB82

Certificated

CUSIP* ISIN*

Class A-R Notes 92328GAT3 US92328GAT31

Class B-R Notes 92328GAV8 US92328GAV86

Class C-R Notes 92328GAX4 US92328GAX43

Class D-R Notes 92328GAZ9 US92328GAZ90

Class E-R Notes 92328HAH7 US92328HAH75

Subordinated Fee Notes (AI) 92328HAF1

Subordinated Notes (AI) 92328HAD6

and

The Additional Parties Listed on Schedule I hereto

Reference is hereby made to (i) the Amended and Restated Indenture, dated as of August

28, 2017 (as may be further amended, modified or supplemented from time to time, the

“Indenture”), among VENTURE XIV CLO, LIMITED, as Issuer (the “Issuer”), VENTURE XIV

CLO, LLC, as Co-Issuer (the “Co-Issuer” and, together with the Issuer, the “Co-Issuers”), and

CITIBANK, N.A., as Trustee (the “Trustee”) and (ii) that certain Notice of Proposed

Supplemental Indenture, dated February 6, 2020 (the “Original Notice”), attaching thereto a

proposed form of Supplemental Indenture (the “Original Proposed Supplemental Indenture”).

Capitalized terms used, and not otherwise defined, herein shall have the meanings assigned to

such terms in the Indenture or the Original Notice, as applicable.

Pursuant to Section 8.3(c) of the Indenture, you are hereby notified that the Trustee has

received notice that the Co-Issuers have revised the Original Proposed Supplemental Indenture

that was attached to the Original Notice. The revised form of the Supplemental Indenture is

attached as Exhibit A hereto (the “Revised Proposed Supplemental Indenture”). For your

reference, a redline indicating the changes made from the Original Proposed Supplemental

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Indenture to the Revised Proposed Supplemental Indenture is attached as Exhibit B hereto. The

Revised Proposed Supplemental Indenture supersedes the Original Proposed Supplemental

Indenture

The Co-Issuers have indicated that the Revised Proposed Supplemental Indenture is

pursuant to Section 8.1(a)(x)(C) and Section 8.2(a) of the Indenture. The Revised Proposed

Supplemental Indenture is intended to (i) redeem the outstanding Class A-R Notes, the Class B-

R Notes, and the Class C-R Notes in their entirety, (ii) issue Class A-R-R Notes, Class B-R-R

Notes and the Class C-R-R Notes (collectively, the “Refinancing Notes”) in connection with a

Refinancing, (iii) provide for the replacement of LIBOR in certain circumstances with a LIBOR

replacement reference rate and adding amendment provisions with respect thereto and (iv)

extend the Non-Call Period with respect to the Refinancing Notes. The foregoing description of

the Revised Proposed Supplemental Indenture is qualified, in its entirety, by the text of the

attached Revised Proposed Supplemental Indenture. Holders of a Majority of the Subordinated

Notes will be separately requested to provide their consent to the Revised Proposed

Supplemental Indenture.

The proposed date of execution of the Supplemental Indenture remains February 28,

2020, provided, however, that the Issuer has notified the Trustee that the Supplemental Indenture

will not be executed if the Contemplated Refinancing is not completed.

THE TRUSTEE ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF

THE RECITALS CONTAINED IN THE REVISED PROPOSED SUPPLEMENTAL

INDENTURE ATTACHED HERETO AND THE TRUSTEE MAKES NO STATEMENT AS

TO THE RIGHTS OF THE HOLDERS OF THE NOTES IN RESPECT OF THE REVISED

PROPOSED SUPPLEMENTAL INDENTURE AND ASSUMES NO RESPONSIBILITY FOR

THE CONTENTS, SUFFICIENCY OR VALIDITY OF THE REVISED PROPOSED

SUPPLEMENTAL INDENTURE ATTACHED HERETO, AND MAKES NO

REPRESENTATION OR RECOMMENDATION TO THE HOLDERS OF THE NOTES AS

TO ANY ACTION TO BE TAKEN WITH RESPECT TO THE REVISED PROPOSED

SUPPLEMENTAL INDENTURE OR THIS NOTICE.

Questions with respect to the Contemplated Refinancing or the content of the Revised

Proposed Supplemental Indenture should be directed to Kentay Miller at

[email protected].

This Notice shall be construed in accordance with and governed by the laws of the State

of New York applicable to agreements made and to be performed therein.

CITIBANK, N.A., as Trustee

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SCHEDULE I

Additional Parties

Issuer: Venture XIV CLO, Limited

MaplesFS Limited

P.O. Box 1093, Boundary Hall

Grand Cayman, KY1-1102, Cayman Islands

Attention: The Directors

Facsimile no. 345¬945-7100

Email: [email protected]

Co-Issuer: Venture XIV CLO, LLC

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, DE 19711

Attention: Donald J. Puglisi

Facsimile No. (302) 738-7210


Collateral Manager: MJX Venture Management LLC

12 East 49th Street

New York, N.Y. 10017

Attention: Hans L. Christensen

Phone no. 212-705-5301

Facsimile no. 212-705-5390


Collateral Administrator: Virtus Group, LP

1301 Fannin Street, 17th Floor

Houston, Texas 77002

Re: Venture XIV CLO, Limited


Rating Agencies: Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York, 10007

Attention: CBO/CLO Monitoring


Standard & Poor’s

55 Water Street, 41st Floor

New York, New York 10041

Attention: Asset-Backed CBO/CLO Surveillance


Irish Listing Agent: Maples and Calder (for posting with the Companies Announcement

Office of EuroNext Dublin)

75 St. Stephen’s Green

Dublin 2, Ireland

Attention: Venture XIV CLO, Limited

Facsimile no. +353 1619 2001

[email protected]

EXHIBIT A

REVISED PROPOSED SUPPLEMENTAL INDENTURE

MLB Draft 2/21/2020

DB1/ 111231449.10

FIRST SUPPLEMENTAL INDENTURE

dated as of February 28, 2020

among

VENTURE XIV CLO, LIMITED, as Issuer

VENTURE XIV CLO, LLC, as Co-Issuer

and

CITIBANK, N.A. as Trustee

to

the Indenture, dated as of August 14, 2013 and as amended and restated on August 28, 2017 among the Issuer, the Co-Issuer and the Trustee

DB1/ 111231449.10 1

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2020 (this "Supplemental Indenture"), among VENTURE XIV CLO, LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), VENTURE XIV CLO, 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 CITIBANK, N.A. ("Citibank"), as trustee under the Indenture (the "Trustee"), is entered into pursuant to the terms of the Indenture, dated as of August 14, 2013 and as amended and restated on August 28, 2017, among the Issuer, the Co-Issuer and the Trustee (as amended, modified or supplemented from time to time, the "Indenture"). Capitalized terms used in this Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto in the Indenture.

PRELIMINARY STATEMENT

WHEREAS, pursuant to Section 8.1(a)(x)(C) of the Indenture, subject to the consent of a Majority of the Subordinated Notes and the Collateral Manager, the Co-Issuers, when authorized by resolutions, and the Trustee may enter into one or more supplemental indentures in form satisfactory to the Trustee, for the purpose of issuing replacement securities in connection with a Refinancing in accordance with the Indenture;

WHEREAS, pursuant to Section 8.2(a) of the Indenture, subject to the consent of a Majority of each Class materially and adversely affected thereby the Co-Issuers and the Trustee may enter into one or more supplemental indentures in form satisfactory to the Trustee, for the purpose of adding any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of the Holders of the Notes of any Class under the Indenture;

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to make changes to the Indenture necessary (i) to issue replacement securities in connection with a Refinancing of certain Classes of Secured Notes pursuant to Section 9.2(a)(ii) and Section 9.2(e) of the Indenture through issuance on the date of this Supplemental Indenture of the classes of securities set forth in Section 1(a) below and (ii) to make certain amendments to the Indenture, including without limitation amending the definition of "LIBOR" to provide for a LIBOR replacement as set forth below;

WHEREAS, all of the Outstanding Class A-R Notes, Class B-R Notes and Class C-R Notes issued on August 28, 2017 are being redeemed simultaneously with the execution of this Supplemental Indenture by the Co-Issuers and the Trustee;

WHEREAS, the Class D-R Notes, the Class E-R Notes, the Subordinated Fee Notes and the Subordinated Notes shall remain Outstanding following the Refinancing;

WHEREAS, (i) in accordance with Sections 9.2(a) and 9.4(a) of the Indenture, the Co-Issuers have received the required written direction from a Majority of the Subordinated Notes requiring the redemption of the Class A-R Notes, Class B-R Notes and Class C-R Notes from Refinancing Proceeds, (ii) pursuant to Sections 8.1(a)(x)(C) and 9.2(h) of the Indenture a Majority of the Subordinated Notes have consented to this Supplemental Indenture and (iii) pursuant to Section 9.2(e) of the Indenture, a Majority of the Subordinated Notes and the Collateral Manager have found the terms of the Refinancing and the purchasers of the Refinancing Notes acceptable (as evidenced by the Collateral Manager's consent set forth on the signature page below and a written consent received by the Issuer and the Trustee from a Majority of the Subordinated Notes) and the conditions to the Refinancing set forth in Section 9.2(f) of the Indenture have been satisfied;

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WHEREAS, pursuant to Section 8.3(c) and Section 9.4(a) of the Indenture, the Trustee has delivered a copy of this Supplemental Indenture to the Collateral Manager, the Collateral Administrator, each Rating Agency and the Holders not later than nine Business Days prior to the execution hereof;

WHEREAS, the Co-Issuers have determined that the conditions set forth in the Indenture for entry into a supplemental indenture have been satisfied; and

WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of a Refinancing Note (as defined in Section 1(a) below) will be deemed to have consented to the execution of this Supplemental Indenture by the Co-Issuers and the Trustee and to have found the terms of the Refinancing acceptable;

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. Terms of the Refinancing Notes and Amendments to the Indenture.

(a) The Co-Issuers shall issue replacement securities (referred to herein as the "Refinancing Notes") the proceeds of which shall be used to redeem the Class A-R Notes, Class B-R Notes and Class C-R Notes issued under the Indenture on August 28, 2017 (such Notes, the "Refinanced Notes") which Refinancing Notes shall be divided into the Classes, having the designations, original principal amounts and other characteristics as follows:

Refinancing Notes

Class Principal Amount

(U.S.$) Interest Rate Stated Maturity (Payment Date in)

Expected Moody's Initial

Rating Expected S&P Initial Rating

Class A-R-R Notes U.S.$346,000,000 LIBOR + 1.03% August 2029 "Aaa(sf)" "AAAsf"

Class B-R-R Notes U.S.$60,000,000 LIBOR + 1.55% August 2029 "Aa1(sf)" N/A

Class C-R-R Notes U.S.$55,500,000 LIBOR + 2.25% August 2029 "A2(sf)" N/A

(b) The issuance date of the Refinancing Notes and the Redemption Date of the Refinanced Notes shall be the Refinancing Date (as defined in Section 1(b) of this Supplemental Indenture). Payments on the Refinancing Notes issued on the Refinancing Date will be made on each Payment Date, commencing on the first Payment Date following the Refinancing Date.

1. The definition of "Class A Notes" in Section 1.1 of the Indenture is deleted in its entirety and replaced with the following:

"Class A Notes: Prior to the Refinancing Date, the Class A-R Notes and on and after the Refinancing Date, the Class A-R-R Notes."

2. The definition of "Class B Notes" in Section 1.1 of the Indenture is deleted in its entirety and replaced with the following:

DB1/ 111231449.10 3

"Class B Notes: Prior to the Refinancing Date, the Class B-R Notes and on and after the Refinancing Date, the Class B-R-R Notes."

3. The definition of "Class C Notes" in Section 1.1 of the Indenture is deleted in its entirety and replaced with the following:

"Class C Notes: Prior to the Refinancing Date, the Class C-R Notes and on and after the Refinancing Date, the Class C-R-R Notes."

4. The definition of "Non-Call Period" in Section 1.1 of the Indenture is deleted in its entirety and replaced with the following:

"Non-Call Period: Prior to the Refinancing Date, the period from the Closing Date to but excluding the Payment Date in August 2019 and after the Refinancing Date, only with respect to the Refinancing Notes, the period from the Refinancing Date to but excluding the Payment Date in February 2021."

5. The definition of "Offering Circular" in Section 1.1 of the Indenture is deleted in its entirety and replaced with the following:

"Offering Circular: Each offering circular relating to the offer and sale of the Notes or, with respect to the Refinancing Notes, the final offering circular dated February [__], 2020 relating to the issuance of the Refinancing Notes."

6. The definition of "Transaction Documents" in Section 1.1 of the Indenture is deleted in its entirety and replaced with the following:

"Transaction Documents": The Indenture, the Securities Account Control Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Registered Office Agreement, the Purchase Agreement, the Refinancing Purchase Agreement, the Administration Agreement, and, on and after the Refinancing Date, the Refinancing Placement Agreement.

7. The following new definitions, as set forth below, are added to Section 1.1 of the Indenture in alphabetical order:

"Alternative Reference Rate: A replacement rate for LIBOR that is: (1) if such Alternative Reference Rate is not the Benchmark Replacement Rate (as determined by the Collateral Manager with notice to the Issuer, the Trustee (who shall forward notice to the Holders of the Secured Notes, the Holders of the Subordinated Notes and the Holders of the Subordinated Fee Notes at the direction of the Collateral Manager), the Collateral Administrator and the Calculation Agent), the rate proposed by the Collateral Manager and consented to by a Majority of the Controlling Class and a Majority of the Subordinated Notes and (2) if such Alternative Reference Rate is the Benchmark Replacement Rate (as determined by the Collateral Manager with notice to the Issuer, the Trustee (who shall forward notice to the Holders of the Secured Notes, the Holders of the Subordinated Notes and the Holders of the Subordinated Fee Notes at the direction of the Collateral Manager), the Collateral Administrator and the Calculation Agent), the rate proposed by the Collateral Manager. If at any time while any Secured Notes are Outstanding, LIBOR ceases to exist or be reported and the Collateral Manager is unable to determine an Alternative Reference Rate in accordance with the foregoing, the Collateral Manager shall direct

DB1/ 111231449.10 4

(by notice to the Issuer, the Trustee and the Calculation Agent) that the Alternative Reference Rate with respect to the Refinancing Notes shall equal the Fallback Rate."

"Asset Replacement Percentage: On any date of calculation, a fraction (expressed as a percentage) where the numerator is the outstanding Principal Balance of the Floating Rate Obligations being indexed to a reference rate identified in the definition of "Benchmark Replacement Rate" as a potential replacement for LIBOR and the denominator is the outstanding Principal Balance of all Floating Rate Obligations as of such date. The Asset Replacement Percentage shall be determined by the Collateral Manager in its sole discretion."

"Benchmark Replacement Date: The earlier to occur of the following events, as determined by the Collateral Manager, with respect to LIBOR: (i) in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (x) the date of the public statement or publication of information referenced therein and (y) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; (ii) in the case of clause (c) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein; (iii) in the case of clause (d) of the definition of "Benchmark Transition Event," the date specified by the Collateral Manager following the date of such Monthly Report or Distribution Report, as applicable; or (iv) in the case of clause (e) of the definition of "Benchmark Transition Event," the date specified by the Collateral Manager. The Collateral Manager shall provide notice of the Benchmark Replacement Date to the Trustee, the Collateral Administrator and the Calculation Agent."

"Benchmark Replacement Rate: The first applicable alternative set forth in the order below that can be determined by the Collateral Manager as of the applicable Benchmark Replacement Date:

(1) the sum of: (a) Term SOFR and (b) the Benchmark Replacement Rate Adjustment;

(2) the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Rate Adjustment; and

(3) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for then-current three month LIBOR and (b) the Benchmark Replacement Rate Adjustment;

provided, that if the initial Benchmark Replacement Rate is any rate other than Term SOFR or Compounded SOFR and the Collateral Manager later determines that Term SOFR or Compounded SOFR can be determined, then the Collateral Manager shall provide notice to the Trustee, the Collateral Administrator and the Calculation Agent and a Benchmark Transition Event shall be deemed to have occurred and Term SOFR (or, solely if Term SOFR is unavailable, Compounded SOFR, as applicable) shall become the new Unadjusted Benchmark Replacement Rate (without the need for execution of a Reference Rate Amendment) and thereafter the Alternative Reference Rate shall be calculated by reference to the sum of (x) Term SOFR or Compounded SOFR, as applicable, and (y) the applicable Benchmark Replacement Rate Adjustment for Term SOFR or Compounded SOFR, as applicable (provided that, in accordance with the definition of "Reference Rate," the sum of (x) and (y) set forth above shall at all times be a rate greater than zero); provided, further, that the Calculation Agent shall have no independent obligation to determine Compounded SOFR or the applicable Benchmark Replacement Rate Adjustment therefor and shall be entitled to rely upon the Collateral Manager's determinations, if

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any, in connection therewith. All such determinations made by the Collateral Manager as described above and elsewhere in connection with any determinations of Alternative Reference Rate (and the related definitions) shall be conclusive and binding, and, absent manifest error, may be made in the Collateral Manager's sole determination (and without incurring any liability with respect thereto), and shall become effective without consent from any other party."

"Benchmark Replacement Rate Adjustment: With respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement Rate, the first applicable alternative set forth in the order below that can be determined by the Collateral Manager as of the applicable Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement Rate; and

(2) the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected by the Collateral Manager after giving due consideration to any industry-accepted spread adjustment for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement Rate for Dollar-denominated collateralized loan obligation securitization transactions at such time."

"Benchmark Transition Event: The occurrence of one or more of the following events with respect to LIBOR, as determined by the Collateral Manager: (a) public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; (b) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the Relevant Governmental Body, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; (c) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative; (d) the Asset Replacement Percentage is greater than 50%, as reported by the Collateral Manager in its discretion in the most recent Monthly Report or Distribution Report, as applicable; or (e) the Collateral Manager determines that the circumstances described in the first proviso to the definition of "Benchmark Replacement Rate" giving rise to a deemed Benchmark Transition Event have occurred."

"Compounded SOFR: A rate equal to the compounded average of SOFRs for a term of three months, with such rate, or methodology for such rate, and conventions for such rate (which, for example, may be compounded in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Accrual Period or compounded in advance) being established by the Collateral Manager in accordance with the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that if, and to the extent that, the Collateral Manager determines that Compounded SOFR cannot be determined in accordance with the foregoing, then the rate, or methodology for this rate, and conventions for this

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rate shall be selected by the Collateral Manager giving due consideration to any industry-accepted market practice for similar Dollar-denominated collateralized loan obligation securitization transactions at such time."

"Fallback Rate: The sum of (1) the Reference Rate Modifier and (2) as determined by the Collateral Manager in its commercially reasonable discretion, either (x) the quarterly pay reference rate recognized or acknowledged as being the industry standard replacement rate for leveraged loans (which recognition may be in the form of a press release, a member announcement, member advice, letter, protocol, publication of standard terms or otherwise) by the Loan Syndications and Trading Association® or the Federal Reserve or (y) the quarterly pay reference rate that is used in calculating the interest rate of at least 50% of (i) the Collateral Obligations (by par amount) or (ii) floating rate securities being issued in collateralized loan obligation transactions that have priced in the preceding three months, in each case as determined by the Collateral Manager as of the first day of the Interest Accrual Period during which such determination is made; provided, that (i) if a Benchmark Replacement Rate can be determined by the Collateral Manager at any time when the Fallback Rate is effective, then such Benchmark Replacement Rate shall be the Fallback Rate and (ii) in accordance with the definition of "Reference Rate," to the extent the Fallback Rate is used as the Alternative Reference Rate, such Fallback Rate shall be a rate greater than zero."

"Reference Rate: With respect to (a) Floating Rate Notes, the greater of (x) zero and (y)(i) LIBOR or (ii) the Alternative Reference Rate adopted in accordance with this Indenture (as such rate may be modified in accordance with the terms thereof) and (b) any Floating Rate Obligation, the reference rate applicable to such Collateral Obligation calculated in accordance with the related Underlying Instruments. For the avoidance of doubt, with respect to the adoption of an Alternative Reference Rate, the Calculation Agent shall have no obligation other than to calculate the Interest Rates based upon such Alternative Reference Rate."

"Reference Rate Amendment: A supplemental indenture to elect a non-LIBOR Reference Rate with respect to the Floating Rate Notes (and make related changes advisable or necessary to implement the use of such replacement rate, including any Reference Rate Modifier) pursuant to 8.1(a)(xvi)."

"Reference Rate Modifier: A modifier, other than the Benchmark Replacement Rate Adjustment, as determined by the Collateral Manager, applied to a reference rate to the extent necessary to cause such rate to be comparable to three-month LIBOR, which may include an addition to or subtraction from such unadjusted rate."

"Relevant Governmental Body: The Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto."

"Refinancing Date: February 28, 2020."

"Refinancing Notes: The Class A-R-R Notes, the Class B-R-R Notes and the Class C-R-R Notes."

"Refinancing Placement Agent: Nomura Securities International, Inc., in its capacity as Refinancing Placement Agent under the Refinancing Placement Agreement."

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"Refinancing Placement Agreement: The placement agency agreement dated as of the Refinancing Date by and among the Co-Issuers and the Refinancing Placement Agent related to the placement of the Refinancing Notes."

"SOFR: With respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's website."

"Term SOFR: The forward-looking term rate for an index maturity of three months based on SOFR that has been selected or recommended by the Relevant Governmental Body."

"Unadjusted Benchmark Replacement Rate: The Benchmark Replacement Rate excluding the Benchmark Replacement Rate Adjustment."

8. Section 2.3 of the Indenture is hereby modified by replacing the first three columns of the table in the second paragraph thereof with the following three columns and by deleting the first two footnotes appearing at the end of such table marked respectively "*" and "**" and replacing such footnotes as follows:

Principal Terms of the Secured Notes and the Subordinated Notes*

Class Designation A-R-R B-R-R C-R-R

Original Principal Amount

$346,000,000 $60,000,000 $55,500,000

Stated Maturity (Payment Date in)

August 2029 Payment Date



Interest Rate: N/A N/A N/A

Fixed Rate Note: No No No

Floating Rate Note: Yes Yes Yes

Index LIBOR** LIBOR** LIBOR**

Index Maturity 3 month*** 3 month*** 3 month***

Spread 1.03% 1.55%**** 2.25%****

Initial Rating(s):

Moody's "Aaa(sf)" "Aa1(sf)" "A2(sf)"

S&P "AAAsf" N/A N/A

Ranking:

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Priority Classes None A-R-R A-R-R, B-R-R

Pari Passu Classes None None None

Junior Classes

B-R-R, C-R-R, D-R, E-R,

Subordinated

C-R-R, D-R, E-R, Subordinated

D-R, E-R, Subordinated

Listed Notes Yes Yes Yes

Deferred Interest Secured Notes

No No Yes

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

DB1/ 111231449.10 9

* The Issuer also issued Subordinated Fee Notes on the Closing Date. The Subordinated Fee Notes will not have a principal balance, but Holders of Subordinated Fee Notes will be entitled to receive on each Payment Date certain amounts in accordance with the Priority of Payments. All such payments will be subordinate to payments on the Secured Notes and senior to payments on the Subordinated Notes. As of the Refinancing Date, the Subordinated Fee Notes have a notional balance of $2,268,000 solely for purposes of allocating payments among holders of Subordinated Fee Notes.

** The Index may be changed pursuant to a Reference Rate Amendment with respect to the Refinancing Notes (and with respect to the Class D-R Notes subject to the consent of 100% of the Holders of such Class and with respect to the Class E-R Notes subject to the consent of 100% of the Holders of such Class) or a Base Rate Amendment with respect to the Class D-R Notes and the Class E-R Notes.

9. Section 2.5(g)(xi) of the Indenture is hereby amended 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 below:

"(xi) With respect to Floating Rate Notes:

Base Rate Amendments and Reference Rate Amendments. Prior to the Refinancing Date, the Purchaser irrevocably acknowledges and agrees that the base rate used to calculate the Interest Rate applicable to the Floating Rate Notes may be changed from LIBOR to an Alternative Base Rate or an Alternative Reference Rate, as applicable, as described in the Offering Memorandum."

10. The following Section 6.3(y) shall be added to the Indenture:

"(y) the Trustee shall have no obligation, responsibility or liability for determining, selecting or verifying an Alternative Reference Rate, the Benchmark Replacement Rate, the Benchmark Replacement Rate Adjustment, the Reference Rate Modifier or the Fallback Rate (or any components thereof) (including, without limitation, whether a Benchmark Replacement Date or Benchmark Transition Event has occurred or if any conditions to the designation of any such rate have been satisfied)."

11. The following Section 7.16(c) and Section 7.16(d) shall be added to the Indenture::

"(c) The Calculation Agent shall have no responsibility or liability for selection of a Reference Rate other than LIBOR or any determination thereof, or any liability for any failure or delay in performing its duties hereunder as a result of the unavailability of Libor as described herein or the failure of the Collateral Manager to provide necessary instructions or underlying components needed to calculate any Reference Rate.

(d) Following the adoption of any Alternative Reference Rate pursuant to the definition therof, to the extent such Alternative Reference Rate is published by the Relevant Governmental Body, the International Swaps and Derivatives Association, Inc., Bloomberg or Reuters, the Collateral Manager may identify such published rate to the Calculation Agent in writing, which notice shall be posted on the Trustee's Website and such published rate shall be deemed to satisfy the definition of such Alternative Reference Rate for all purposes under this Indenture. Any such designation from the Collateral Manager shall specify whether the published rate includes the applicable Benchmark Replacement Rate Adjustment."

12. The following Section 8.1(a)(xvi) shall be added to the Indenture with the appropriate drafting changes:

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"(xvi) following the occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, to change the Reference Rate in respect of the Refinancing Notes (and with respect to the Class D-R Notes, subject to the consent of 100% of the Holders of such Class and with respect to the Class E-R Notes, subject to the consent of 100% of the Holders of such Class) from LIBOR to an Alternative Reference Rate and make such other amendments as are necessary or advisable in the reasonable judgment of the Collateral Manager to facilitate such change (a Reference Rate Amendment)."

13. Section 8.2(a)(i) of the Indenture is hereby amended 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 below:

"(i) change the Stated Maturity of the principal of or the due date of any installment of interest on any Secured Note, reduce the principal amount thereof or, other than in a Reference Rate Amendment, the rate of interest thereon or the Redemption Price with respect to any Note, or change the earliest date on which Notes of any Class may be redeemed, change the provisions of this Indenture relating to the application of proceeds of any Assets to the payment of principal of or interest on the Secured Notes or distributions on the Subordinated Fee Notes or the Subordinated Notes or change any place where, or the coin or currency in which, Notes or the principal thereof or interest or any distribution thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable Redemption Date);"

14. Section 8.2(a)(viii) of the Indenture is hereby amended 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 below:

"(viii) other than in a Reference Rate Amendment, modify any of the provisions of this Indenture in such a manner as to affect the calculation of the amount of any payment of interest or principal on any Secured Note, or any amount available for distribution to the Subordinated Fee Notes or the Subordinated Notes, or to affect the rights of the Holders of any Secured Notes to the benefit of any provisions for the redemption of such Secured Notes contained herein."

15. Section 8.2(b) of the Indenture is hereby amended 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 below:

(b) At any time the Collateral Manager or a Majority of any Class of the Notes (other than the Refinancing Notes) may provide to the Issuer, the Trustee and, if applicable, the Collateral Manager, a written notice, (A) indicating that it believes that LIBOR will be discontinued as a benchmark interest rate or that the CLO market has begun the process of transitioning away from LIBOR as a benchmark interest rate and (B) requesting that the base rate used to calculate the Interest Rate on the Floating Rate Notes (other than the Refinancing Notes) be changed from LIBOR to an alternative base rate specified in such notice (the Alternative Base Rate). Promptly upon receipt of such notice, the Issuer (or the Collateral Manager on behalf of the Issuer) shall prepare a supplemental indenture which by its terms changes the base rate used to calculate the Interest Rate on the Floating Rate Notes (other than the Refinancing Notes) from LIBOR to the Alternative Base Rate and makes such other amendments as are necessary or advisable in the reasonable judgment of the Collateral Manager to facilitate the change to the Alternative Base Rate (a Base Rate Amendment).

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Any such supplemental indenture shall be delivered by the Trustee pursuant to Section 8.3(c) hereof. If such supplemental indenture is consented to by a Majority of each Class of Notes (other than the Refinancing Notes) and the Moody’s Rating Condition is satisfied with respect thereto, then the Co-Issuers and the Trustee may execute such supplemental indenture.

For the avoidance of doubt, (i) if 100% of the Class D-R Notes has consented to a Reference Rate Amendment in accordance with 8.1(a)(xvi), this Section 8.2(b) shall no longer be effective with respect to the Class D-R Notes and (ii) if 100% of the Class E-R Notes has consented to a Reference Rate Amendment in accordance with 8.1(a)(xvi), this Section 8.2(b) shall no longer be effective with respect to the Class E-R Notes.

16. Exhibit C of the Indenture is hereby amended 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 below:

""LIBOR" with respect to the Secured Notes, for any Interest Accrual Period, will equal (a) the rate appearing on the Reuters Screen (the "Screen Rate") for deposits with a term of three months as of 11:00 a.m., London time, on the Interest Determination Date, (b) if the rate referred to in clause (a) is temporarily or permanently unavailable or cannot be obtained from such screen for such period, the Interpolated Screen Rate for an amount approximately equal to the amount of the Aggregate Outstanding Amount of the Secured Notes or (c) if such rate cannot be determined under clauses (a) or (b), LIBOR shall be determined on the basis of the rates at which deposits in U.S. Dollars are offered by four major banks in the London market selected by the Calculation Agent after consultation with the Collateral Manager (the "Reference Banks") at approximately 11:00 a.m., London time, on the Interest Determination Date to prime banks in the London interbank market for a period approximately equal to such Interest Accrual Period and an amount approximately equal to the amount of the Aggregate Outstanding Amount of the Secured Notes. The Calculation Agent will request the principal London office of each Reference Bank to provide a quotation of its rate. If at least two such quotations are provided, LIBOR shall be the arithmetic mean of such quotations (rounded upward to the next higher 1/100). If fewer than two quotations are provided as requested, LIBOR with respect to such Interest Accrual Period will be the arithmetic mean of the rates quoted by three major banks in New York, New York selected by the Calculation Agent after consultation with the Collateral Manager at approximately 11:00 a.m., New York Time, on such Interest Determination Date for loans in U.S. Dollars to leading European banks for a term approximately equal to such Interest Accrual Period and an amount approximately equal to the amount of the Secured Notes. If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures described above, LIBOR will be LIBOR as determined on the previous Interest Determination Date; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR (as determined by the Collateral Manager), LIBOR with respect to the Refinancing Notes shall be replaced with an Alternative Reference Rate pursuant to a Reference Rate Amendment. Notwithstanding the foregoing, for purposes of calculating the interest due on the Secured Notes, "LIBOR" will at no time be less than 0.0% per annum. "LIBOR", when used with respect to a Collateral Obligation, means the "LIBOR" rate determined in accordance with the terms of such Collateral Obligation."

17. Exhibit A2, A4 and A6 are amended by deleting the phrase "(commencing in November 2013), or, if any such day is not a Business Day, the next succeeding Business Day" and inserting "commencing on the first Payment Date following issuance of this Note", deleting the parenthetical "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")" and by:

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(A) replacing all references to "Class A-R" with "Class A-R-R" and replacing the reference to "LIBOR plus 1.25%" with "LIBOR plus 1.03%" with respect to Exhibit A2;

(B) replacing all references to "Class B-R" with "Class B-R-R" and replacing the reference to "LIBOR plus 1.77%" with "LIBOR plus 1.55%" with respect to Exhibit A4;

(C) replacing all references to "Class C-R" with "Class C-R-R" and replacing the reference to "LIBOR plus 2.55%" with "LIBOR plus 2.25%" with respect to Exhibit A6; and

(D) amending the following sentence 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 below:

"In addition, the base rate used to calculate interest on this Note may be changed from LIBOR to an Alternative Base Rate or an Alternative Reference Rate pursuant to a Base Rate Amendment or a Reference Rate Amendment, as applicable."

18. Exhibits B and C are each amended by:

(A) replacing all references to "Class A-R" with "Class A-R-R";

(B) replacing all references to "Class B-R" with "Class B-R-R";

(C) replacing all references to "Class C-R" with "Class C-R-R"; and

(D) deleting the parenthetical "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")".

19. The following restriction in the Indenture and in each of the Exhibits A2, A4, A6 and B3 shall be removed and not apply to the Refinancing Notes:

"that is a bank, insurance carrier, registered investment adviser, registered broker-dealer or an independent fiduciary with at least $50,000,000 of assets under management or control, in each case within the meaning of 29 C.F.R. 2510.3-21"

SECTION 2. Issuance and Authentication of Refinancing Notes; Cancellation of Refinanced Notes.

(a) The Co-Issuers hereby direct the Trustee to deposit in the Payment Account the proceeds of the Refinancing Notes received on the Refinancing Date, which proceeds shall be used to pay the Redemption Prices of the Refinanced Notes.

(b) The Refinancing Notes shall be issued as Rule 144A Global Secured Notes and Regulation S Global Secured Notes and shall be executed by the Co-Issuers 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) Officers' Certificates of the Co-Issuers. With respect to each of the Co-Issuers, an Officer's certificate (A) evidencing the authorization by Resolution of the execution and delivery of this Supplemental Indenture and the Refinancing Placement Agreement and the execution of the Refinancing Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of such Resolution is a true and complete copy thereof, (2) such Resolution has not been rescinded

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and is 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.

(ii) Governmental Approvals. With respect to each of the Co-Issuers, either (A) an Officer's certificate 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 that the Trustee is entitled to rely thereon to the effect 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 to the effect that no such authorization, approval or consent of any governmental body is required for the valid issuance of the Refinancing Notes except as may have been given.

(iii) U.S. Counsel Opinions. Opinions of Morgan, Lewis & Bockius LLP, special U.S. counsel to the Co-Issuers, dated the Refinancing Date.

(iv) Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman Islands counsel to the Issuer, dated the Refinancing Date.

(v) Trustee Counsel Opinion. An opinion of Dentons LLP, counsel to the Trustee, dated the Refinancing Date.

(vi) Officers' Certificates of Co-Issuers Regarding 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 no Event of Default shall have occurred and be continuing; that all conditions precedent provided in the Indenture and this Supplemental Indenture relating to the authentication and delivery of the Refinancing Notes 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 are true and correct as of the Refinancing Date.

(vii) Rating Letters. An Officer's certificate of the Issuer to the effect that attached thereto is a true and correct copy of a letter provided by each Rating Agency, as applicable, and confirming that such Rating Agency's rating of the Refinancing Notes is at least the rating set forth in Section 1(a) of this Supplemental Indenture.

(c) On the Redemption Date specified above, all Global Notes representing the Refinanced Notes shall be deemed to be surrendered to the Trustee for payment and shall be cancelled in accordance with Section 2.9 of the Indenture.

SECTION 3. Consent of the Holders of the Refinancing Notes.

Each Holder or beneficial owner of a Refinancing Note, by its acquisition thereof on the Refinancing Date, shall be deemed (i) to irrevocably agree to the terms of the Indenture, as amended hereby,

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as set forth in this Supplemental Indenture and to the execution of the Co-Issuers and the Trustee hereof and (ii) to have found the terms of the Refinancing occurring on the Refinancing Date acceptable.

SECTION 4. Effectiveness of the Supplemental Indenture.

This Supplemental Indenture shall become effective on the Refinancing Date and subject to satisfaction of the conditions set forth in Section 2 hereto and the consent of the Majority of the Subordinated Notes.

SECTION 5. Governing Law.

This Supplemental Indenture and the Refinancing Notes shall be construed in accordance with, and this Supplemental Indenture and the Refinancing Notes and any matters arising out of or relating in any way whatsoever to this Supplemental Indenture or the Refinancing Notes (whether in contract, tort or otherwise) shall be governed by, the law of the State of New York without regard to conflicts of law.

SECTION 6. Waiver of Jury Trial.

EACH OF THE ISSUER, THE CO-ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE REFINANCING NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Supplemental Indenture by, among other things, the mutual waivers and certifications in this paragraph.

SECTION 7. Execution in Counterparts.

This Supplemental Indenture and the Refinancing Notes (and each amendment, modification and waiver in respect of this Supplemental Indenture or any Refinancing Note) 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 Supplemental Indenture by email (PDF) shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

SECTION 8. Concerning the Trustee.

The recitals contained in this Supplemental Indenture shall be taken as the statements of the Co-Issuers, and the Trustee assumes no responsibility for their correctness. 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 Supplemental Indenture and makes no representation with respect thereto. In entering into this 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.

SECTION 9. No Other Changes.

Except as provided herein, the Indenture shall remain unchanged and in full force and effect, and each reference to the Indenture and words of similar import in the Indenture, as amended hereby,

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shall be a reference to the Indenture as amended hereby and as the same may be further amended, supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture may be used to create a conformed amended and restated Indenture for the convenience of administration by the parties hereto.

SECTION 10. Execution, Delivery and Validity.

Each of the Co-Issuers represents and warrants to the Trustee that (i) this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and (ii) the execution of this Supplemental Indenture is authorized or permitted under the Indenture and all conditions precedent thereto have been satisfied.

SECTION 11. Binding Effect.

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

SECTION 12. Limited Recourse; Non-Petition.

The terms of Section 2.7(i), Section 5.4(d) and Section 13.1(d) of the Indenture shall apply to this Supplemental Indenture mutatis mutandis as if fully set forth herein.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Supplemental Indenture as of the date first written above.

EXECUTED as a DEED by VENTURE XIV CLO, LIMITED,

as Issuer

By: ______________________________________ Name: Title:

VENTURE XIV CLO, LLC, as Co-Issuer

By: ______________________________________ Name: Title:

CITIBANK, N.A., as Trustee

By: ______________________________________ Name: Title:

DB1/ 111231449.10

AGREED AND CONSENTED TO:

MJX VENTURE MANAGEMENT LLC, as Collateral Manager

By: Name: Title:

EXHIBIT B

REVISED PROPOSED SUPPLEMENTAL INDENTURE

MARKED TO SHOW REVISIONS

MLB Draft 2/5/20202/21/2020

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FIRST SUPPLEMENTAL INDENTURE

dated as of February 28, 2020

among

VENTURE XIV CLO, LIMITED,as Issuer

VENTURE XIV CLO, LLC,as Co-Issuer

and

CITIBANK, N.A.as Trustee

to

the Indenture, dated as of August 14, 2013 and as amended and restated on August 28, 2017among the Issuer, the Co-Issuer and the Trustee

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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2020 (this"Supplemental Indenture"), among VENTURE XIV CLO, LIMITED, an exempted companyincorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), VENTURE XIVCLO, 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 CITIBANK, N.A. ("Citibank"), as trustee under theIndenture (the "Trustee"), is entered into pursuant to the terms of the Indenture, dated as of August 14,2013 and as amended and restated on August 28, 2017, among the Issuer, the Co-Issuer and the Trustee(as amended, modified or supplemented from time to time, the "Indenture"). Capitalized terms used inthis Supplemental Indenture that are not otherwise defined herein have the meanings assigned thereto inthe Indenture.

PRELIMINARY STATEMENT

WHEREAS, pursuant to Section 8.1(a)(x)(C) of the Indenture, subject to the consent of aMajority of the Subordinated Notes and the Collateral Manager, the Co-Issuers, when authorized byresolutions, and the Trustee may enter into one or more supplemental indentures in form satisfactory tothe Trustee, for the purpose of issuing replacement securities in connection with a Refinancing inaccordance with the Indenture;

WHEREAS, pursuant to Section 8.2(a) of the Indenture, subject to the consent of aMajority of each Class materially and adversely affected thereby the Co-Issuers and the Trustee mayenter into one or more supplemental indentures in form satisfactory to the Trustee, for the purpose ofadding any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture ormodify in any manner the rights of the Holders of the Notes of any Class under the Indenture;

WHEREAS, the Co-Issuers desire to enter into this Supplemental Indenture to makechanges to the Indenture necessary (i) to issue replacement securities in connection with a Refinancing ofcertain Classes of Secured Notes pursuant to Section 9.2(a)(ii) and Section 9.2(e) of the Indenturethrough issuance on the date of this Supplemental Indenture of the classes of securities set forth inSection 1(a) below and (ii) to make certain amendments to the Indenture, including without limitationamending the definition of "LIBOR" to provide for a LIBOR replacement as set forth below;

WHEREAS, all of the Outstanding Class A-R Notes, Class B-R Notes, and Class C-RNotes and Class D-R Notes issued on August 28, 2017 are being redeemed simultaneously with theexecution of this Supplemental Indenture by the Co-Issuers and the Trustee;

WHEREAS, the Class D-R Notes, the Class E-R Notes, the Subordinated Fee Notes andthe Subordinated Notes shall remain Outstanding following the Refinancing;

WHEREAS, (i) in accordance with Sections 9.2(a) and 9.4(a) of the Indenture, theCo-Issuers have received the required written direction from a Majority of the Subordinated Notesrequiring the redemption of the Class A-R Notes, Class B-R Notes, and Class C-R Notes and Class D-RNotes from Refinancing Proceeds, (ii) pursuant to Sections 8.1(a)(x)(C) and 9.2(h) of the Indenture aMajority of the Subordinated Notes have consented to this Supplemental Indenture and (iii) pursuant toSection 9.2(e) of the Indenture, a Majority of the Subordinated Notes and the Collateral Manager havefound the terms of the Refinancing and the purchasers of the Refinancing Notes acceptable (as evidencedby the Collateral Manager's consent set forth on the signature page below and a written consent receivedby the Issuer and the Trustee from a Majority of the Subordinated Notes) and the conditions to theRefinancing set forth in Section 9.2(f) of the Indenture have been satisfied;

WHEREAS, pursuant to Section 8.3(c) and Section 9.4(a) of the Indenture, the Trusteehas delivered a copy of this Supplemental Indenture to the Collateral Manager, the CollateralAdministrator, each Rating Agency and the Holders not later than nine Business Days prior to theexecution hereof;

WHEREAS, the Co-Issuers have determined that the conditions set forth in the Indenturefor entry into a supplemental indenture have been satisfied; and

WHEREAS, pursuant to the terms of this Supplemental Indenture, each purchaser of aRefinancing Note (as defined in Section 1(a) below) will be deemed to have consented to the executionof this Supplemental Indenture by the Co-Issuers and the Trustee and to have found the terms of theRefinancing acceptable;

NOW THEREFORE, for good and valuable consideration the receipt of which is herebyacknowledged, the Co-Issuers and the Trustee hereby agree as follows:

SECTION 1. Terms of the Refinancing Notes and Amendments to the Indenture.

The Co-Issuers shall issue replacement securities (referred to herein as the "Refinancing(a)Notes") the proceeds of which shall be used to redeem the Class A-R Notes, Class B-R Notes, and ClassC-R Notes and Class D-R Notes issued under the Indenture on August 28, 2017 (such Notes, the"Refinanced Notes") which Refinancing Notes shall be divided into the Classes, having the designations,original principal amounts and other characteristics as follows:

Refinancing Notes

ClassPrincipal Amount

(U.S.$) Interest Rate Stated Maturity(Payment Date in)

ExpectedMoody's Initial

Rating Expected S&P Initial Rating

Class A-R-R Notes U.S.$346,000,000LIBOR +

[__]1.03% August 2029 "[Aaa(sf)]" "[AAAsf]"

Class B-R-R Notes U.S.$60,000,000LIBOR +

[__]1.55% August 2029 "[Aa1(sf)]" N/A

Class C-R-R Notes U.S.$55,500,000LIBOR +

[__]2.25% August 2029 "[A2(sf)]" N/A

Class D-R-R Notes U.S.$34,000,000 LIBOR + [__]% August 2029 "[Baa3(sf)]" N/A

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The issuance date of the Refinancing Notes and the Redemption Date of the Refinanced(b)Notes shall be the Refinancing Date (as defined in Section 1(b) of this Supplemental Indenture).Payments on the Refinancing Notes issued on the Refinancing Date will be made on each Payment Date,commencing on the first Payment Date following the Refinancing Date.

The definition of "Class A Notes" in Section 1.1 of the Indenture is deleted in its entirety1.and replaced with the following:

"Class A Notes: Prior to the Refinancing Date, the Class A-R Notes and on and after theRefinancing Date, the Class A-R-R Notes."

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The definition of "Class B Notes" in Section 1.1 of the Indenture is deleted in its entirety2.and replaced with the following:

"Class B Notes: Prior to the Refinancing Date, the Class B-R Notes and on and after theRefinancing Date, the Class B-R-R Notes."

The definition of "Class C Notes" in Section 1.1 of the Indenture is deleted in its entirety3.and replaced with the following:

"Class C Notes: Prior to the Refinancing Date, the Class C-R Notes and on and after theRefinancing Date, the Class C-R-R Notes."

The definition of "Class D Notes" in Section 1.1 of the Indenture is deleted in its entirety4.and replaced with the following:

"Class D Notes: Prior to the Refinancing Date, the Class D-R Notes and on and after theRefinancing Date, the Class D-R-R Notes."

5. The definition of "Non-Call Period" in Section 1.1 of the Indenture is deleted in itsentirety and replaced with the following:

"Non-Call Period: Prior to the Refinancing Date, the period from the Closing Date tobut excluding the Payment Date in August 2019 and after the Refinancing Date, only withrespect to the Refinancing Notes, the period from the Refinancing Date to but excluding thePayment Date in [____] [____]February 2021."

6. The definition of "Offering Circular" in Section 1.1 of the Indenture is deleted in its5.entirety and replaced with the following:

"Offering Circular: Each offering circular relating to the offer and sale of the Notes or,with respect to the Refinancing Notes, the final offering circular dated February [__], 2020relating to the issuance of the Refinancing Notes."

7. The definition of "Transaction Documents" in Section 1.1 of the Indenture is deleted6.in its entirety and replaced with the following:

"Transaction Documents": The Indenture, the Securities Account Control Agreement,the Collateral Management Agreement, the Collateral Administration Agreement, the RegisteredOffice Agreement, the Purchase Agreement, the Refinancing Purchase Agreement, theAdministration Agreement, and, on and after the Refinancing Date, the Refinancing PlacementAgreement.

8. The following new definitions, as set forth below, are added to Section 1.1 of the7.Indenture in alphabetical order:

"Alternative Reference Rate: A replacement rate for LIBOR that is: (1) if suchAlternative Reference Rate is not the Benchmark Replacement Rate (as determined by theCollateral Manager with notice to the Issuer, the Trustee (who shall forward notice to theHolders of the Secured Notes, the Holders of the Subordinated Notes and the Holders of theSubordinated Fee Notes at the direction of the Collateral Manager), the Collateral Administratorand the Calculation Agent), the rate proposed by the Collateral Manager and consented to by a

DB1/ 111231449.7111231449.10 4

Majority of the Controlling Class and a Majority of the Subordinated Notes and (2) if suchAlternative Reference Rate is the Benchmark Replacement Rate (as determined by the CollateralManager with notice to the Issuer, the Trustee (who shall forward notice to the Holders of theSecured Notes, the Holders of the Subordinated Notes and the Holders of the Subordinated FeeNotes at the direction of the Collateral Manager), the Collateral Administrator and theCalculation Agent), the rate proposed by the Collateral Manager. If at any time while anySecured Notes are Outstanding, LIBOR ceases to exist or be reported and the Collateral Manageris unable to determine an Alternative Reference Rate in accordance with the foregoing, theCollateral Manager shall direct (by notice to the Issuer, the Trustee and the Calculation Agent)that the Alternative Reference Rate with respect to the Refinancing Notes shall equal theFallback Rate."

"Asset Replacement Percentage: On any date of calculation, a fraction (expressed as apercentage) where the numerator is the outstanding Principal Balance of the Floating RateObligations being indexed to a reference rate identified in the definition of "BenchmarkReplacement Rate" as a potential replacement for LIBOR and the denominator is the outstandingPrincipal Balance of all Floating Rate Obligations as of such date. The Asset ReplacementPercentage shall be determined by the Collateral Manager in its sole discretion."

"Benchmark Replacement Date: The earlier to occur of the following events, asdetermined by the Collateral Manager, with respect to LIBOR: (i) in the case of clause (a) or (b)of the definition of "Benchmark Transition Event," the later of (x) the date of the publicstatement or publication of information referenced therein and (y) the date on which theadministrator of LIBOR permanently or indefinitely ceases to provide LIBOR; (ii) in the case ofclause (c) of the definition of "Benchmark Transition Event," the date of the public statement orpublication of information referenced therein; (iii) in the case of clause (d) of the definition of"Benchmark Transition Event," the date specified by the Collateral Manager following the dateof such Monthly Report or Distribution Report, as applicable; or (iv) in the case of clause (e) ofthe definition of "Benchmark Transition Event," the date specified by the Collateral Manager.The Collateral Manager shall provide notice of the Benchmark Replacement Date to the Trustee,the Collateral Administrator and the Calculation Agent."

"Benchmark Replacement Rate: The first applicable alternative set forth in the orderbelow that can be determined by the Collateral Manager as of the applicable BenchmarkReplacement Date:

(1) the sum of: (a) Term SOFR and (b) the Benchmark Replacement RateAdjustment;

(2) the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement RateAdjustment; and

(3) the sum of: (a) the alternate rate of interest that has been selected orrecommended by the Relevant Governmental Body as the replacement for then-current threemonth LIBOR and (b) the Benchmark Replacement Rate Adjustment;

provided, that if the initial Benchmark Replacement Rate is any rate other than TermSOFR or Compounded SOFR and the Collateral Manager later determines that Term SOFR orCompounded SOFR can be determined, then the Collateral Manager shall provide notice to theTrustee, the Collateral Administrator and the Calculation Agent and a Benchmark Transition

DB1/ 111231449.7111231449.10 5

Event shall be deemed to have occurred and Term SOFR (or, solely if Term SOFR isunavailable, Compounded SOFR, as applicable) shall become the new Unadjusted BenchmarkReplacement Rate (without the need for execution of a Reference Rate Amendment) andthereafter the Alternative Reference Rate shall be calculated by reference to the sum of (x) TermSOFR or Compounded SOFR, as applicable, and (y) the applicable Benchmark ReplacementRate Adjustment for Term SOFR or Compounded SOFR, as applicable (provided that, inaccordance with the definition of "Reference Rate," the sum of (x) and (y) set forth above shall atall times be a rate greater than zero); provided, further, that the Calculation Agent shall have noindependent obligation to determine Compounded SOFR or the applicable BenchmarkReplacement Rate Adjustment therefor and shall be entitled to rely upon the Collateral Manager'sdeterminations, if any, in connection therewith. All such determinations made by the CollateralManager as described above and elsewhere in connection with any determinations of AlternativeReference Rate (and the related definitions) shall be conclusive and binding, and, absent manifesterror, may be made in the Collateral Manager's sole determination (and without incurring anyliability with respect thereto), and shall become effective without consent from any other party."

"Benchmark Replacement Rate Adjustment: With respect to any replacement ofLIBOR with an Unadjusted Benchmark Replacement Rate, the first applicable alternative setforth in the order below that can be determined by the Collateral Manager as of the applicableBenchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero), or methodfor calculating or determining such spread adjustment, that has been selected or recommended bythe Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement Rate;and

(2) the spread adjustment (which may be a positive or negative value or zero), or methodfor calculating or determining such spread adjustment, that has been selected by the CollateralManager after giving due consideration to any industry-accepted spread adjustment for thereplacement of LIBOR with the applicable Unadjusted Benchmark Replacement Rate forDollar-denominated collateralized loan obligation securitization transactions at such time."

"Benchmark Transition Event: The occurrence of one or more of the following eventswith respect to LIBOR, as determined by the Collateral Manager: (a) public statement orpublication of information by or on behalf of the administrator of LIBOR announcing that suchadministrator has ceased or will cease to provide LIBOR, permanently or indefinitely, providedthat, at the time of such statement or publication, there is no successor administrator that willcontinue to provide LIBOR; (b) a public statement or publication of information by theregulatory supervisor for the administrator of LIBOR, the Relevant Governmental Body, aninsolvency official with jurisdiction over the administrator for LIBOR, a resolution authoritywith jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvencyor resolution authority over the administrator for LIBOR, which states that the administrator ofLIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, atthe time of such statement or publication, there is no successor administrator that will continue toprovide LIBOR; (c) a public statement or publication of information by the regulatory supervisorfor the administrator of LIBOR announcing that LIBOR is no longer representative; (d) the AssetReplacement Percentage is greater than 50%, as reported by the Collateral Manager in itsdiscretion in the most recent Monthly Report or Distribution Report, as applicable; or (e) theCollateral Manager determines that the circumstances described in the first proviso to the

DB1/ 111231449.7111231449.10 6

definition of "Benchmark Replacement Rate" giving rise to a deemed Benchmark TransitionEvent have occurred."

"Compounded SOFR: A rate equal to the compounded average of SOFRs for a term ofthree months, with such rate, or methodology for such rate, and conventions for such rate (which,for example, may be compounded in arrears with a lookback and/or suspension period as amechanism to determine the interest amount payable prior to the end of each Interest AccrualPeriod or compounded in advance) being established by the Collateral Manager in accordancewith the rate, or methodology for this rate, and conventions for this rate selected orrecommended by the Relevant Governmental Body for determining compounded SOFR;provided that if, and to the extent that, the Collateral Manager determines that CompoundedSOFR cannot be determined in accordance with the foregoing, then the rate, or methodology forthis rate, and conventions for this rate shall be selected by the Collateral Manager giving dueconsideration to any industry-accepted market practice for similar Dollar-denominatedcollateralized loan obligation securitization transactions at such time."

"Fallback Rate: The sum of (1) the Reference Rate Modifier and (2) as determined bythe Collateral Manager in its commercially reasonable discretion, either (x) the quarterly payreference rate recognized or acknowledged as being the industry standard replacement rate forleveraged loans (which recognition may be in the form of a press release, a memberannouncement, member advice, letter, protocol, publication of standard terms or otherwise) bythe Loan Syndications and Trading Association® or the Federal Reserve or (y) the quarterly payreference rate that is used in calculating the interest rate of at least 50% of (i) the CollateralObligations (by par amount) or (ii) floating rate securities being issued in collateralized loanobligation transactions that have priced in the preceding three months, in each case as determinedby the Collateral Manager as of the first day of the Interest Accrual Period during which suchdetermination is made; provided, that (i) if a Benchmark Replacement Rate can be determined bythe Collateral Manager at any time when the Fallback Rate is effective, then such BenchmarkReplacement Rate shall be the Fallback Rate and (ii) in accordance with the definition of"Reference Rate," to the extent the Fallback Rate is used as the Alternative Reference Rate, suchFallback Rate shall be a rate greater than zero."

"Reference Rate: With respect to (a) Floating Rate Notes, the greater of (x) zero and(y)(i) LIBOR or (ii) the Alternative Reference Rate adopted in accordance with this Indenture (assuch rate may be modified in accordance with the terms thereof) and (b) any Floating RateObligation, the reference rate applicable to such Collateral Obligation calculated in accordancewith the related Underlying Instruments. For the avoidance of doubt, with respect to theadoption of an Alternative Reference Rate, the Calculation Agent shall have no obligation otherthan to calculate the Interest Rates based upon such Alternative Reference Rate."

"Reference Rate Amendment: A supplemental indenture to elect a non-LIBORReference Rate with respect to the Floating Rate Notes (and make related changes advisable ornecessary to implement the use of such replacement rate, including any Reference Rate Modifier)pursuant to 8.1(a)(xvi)."

"Reference Rate Modifier: A modifier, other than the Benchmark Replacement RateAdjustment, as determined by the Collateral Manager, applied to a reference rate to the extentnecessary to cause such rate to be comparable to three-month LIBOR, which may include anaddition to or subtraction from such unadjusted rate."

"Relevant Governmental Body: The Federal Reserve Board and/or the Federal ReserveBank of New York, or a committee officially endorsed or convened by the Federal ReserveBoard and/or the Federal Reserve Bank of New York or any successor thereto."

"Refinancing Date: February 28, 2020."

"Refinancing Notes: The Class A-R-R Notes, the Class B-R-R Notes, and the ClassC-R-R Notes and the Class D-R-R Notes."

"Refinancing Placement Agent: Nomura Securities International, Inc., in its capacityas Refinancing Placement Agent under the Refinancing Placement Agreement."

"Refinancing Placement Agreement: The placement agency agreement dated as of theRefinancing Date by and among the Co-Issuers and the Refinancing Placement Agent related tothe placement of the Refinancing Notes."

"SOFR: With respect to any day, the secured overnight financing rate published for suchday by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or asuccessor administrator) on the Federal Reserve Bank of New York's website."

"Term SOFR: The forward-looking term rate for an index maturity of three monthsbased on SOFR that has been selected or recommended by the Relevant Governmental Body."

"Unadjusted Benchmark Replacement Rate: The Benchmark Replacement Rateexcluding the Benchmark Replacement Rate Adjustment."

9. Section 2.3 of the Indenture is hereby modified by replacing the first fourthree8.columns of the table in the second paragraph thereof with the following fourthree columns and bydeleting the first two footnotes appearing at the end of such table marked respectively "*" and "**" andreplacing such footnotes as follows:

Principal Terms of the Secured Notes and the Subordinated Notes*

ClassDesignation

A-R-R B-R-R C-R-R D-R-R

OriginalPrincipalAmount

$346,000,000 $60,000,000 $55,500,000 $34,000,000

StatedMaturity(PaymentDate in)

August 2029Payment Date




InterestRate: N/A N/A N/A

N/A

FixedRateNote:

No No No No

FloatingRate

Yes Yes Yes Yes

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Note:

Index LIBOR** LIBOR** LIBOR** LIBOR**

IndexMaturity 3 month*** 3 month*** 3 month*** 3 month***

Spread[__]%1.03%

[__]%****1.55%****

[__]%****2.25%****

[__]%****

InitialRating(s):

Moody's "[Aaa(sf)]" "[Aa1(sf)]" "[A2(sf)]" "[Baa3(sf)]"

S&P "[AAAsf]" N/A N/A N/A

Ranking:

PriorityClasses None A-R-R

A-R-R,B-R-R

A-R-R, B-R-R, C-R-R

PariPassuClasses

None None None None

JuniorClasses

B-R-R, C-R-R,D-R-R, E-R,Subordinated

C-R-R, D-R-R,E-R,

Subordinated

D-R-R, E-R, SubordinatedE-R

, Subordinated

ListedNotes [Yes]

[Yes] [Yes] [Yes]

DeferredInterestSecuredNotes

No No Yes Yes

ApplicableIssuer(s)

Co-Issuers Co-Issuers Co-Issuers Co-Issuers

DB1/ 111231449.7111231449.10 8

DB1/ 111231449.7111231449.10 9

* The Issuer also issued Subordinated Fee Notes on the Closing Date. The Subordinated Fee Notes will not have aprincipal balance, but Holders of Subordinated Fee Notes will be entitled to receive on each Payment Date certainamounts in accordance with the Priority of Payments. All such payments will be subordinate to payments on theSecured Notes and senior to payments on the Subordinated Notes. As of the Refinancing Date, the Subordinated FeeNotes have a notional balance of $2,268,000 solely for purposes of allocating payments among holders ofSubordinated Fee Notes.

** The Index may be changed pursuant to a Reference Rate Amendment with respect to the Refinancing Notes (and withrespect to the Class ED-R Notes subject to the consent of 100% of the Holders of such Class and with respect to the ClassE-R Notes subject to the consent of 100% of the Holders of such Class) or a Base Rate Amendment with respect to theClass D-R Notes and the Class E-R Notes.

10. Section 2.5(g)(xi) of the Indenture is hereby amended to add the bold and9.double-underlined text (indicated textually in the same manner as the following example: bold anddouble-underlined text) as set forth below:

"(xi) With respect to Floating Rate Notes:

Base Rate Amendments and Reference Rate Amendments. Prior to the Refinancing Date, thePurchaser irrevocably acknowledges and agrees that the base rate used to calculate the InterestRate applicable to the Floating Rate Notes may be changed from LIBOR to an Alternative BaseRate or an Alternative Reference Rate, as applicable, as described in the OfferingMemorandum."

11. The following Section 6.3(y) shall be added to the Indenture:10.

"(y) the Trustee shall have no obligation, responsibility or liability for determining, selectingor verifying an Alternative Reference Rate, the Benchmark Replacement Rate, the BenchmarkReplacement Rate Adjustment, the Reference Rate Modifier or the Fallback Rate (or anycomponents thereof) (including, without limitation, whether a Benchmark Replacement Date orBenchmark Transition Event has occurred or if any conditions to the designation of any such ratehave been satisfied)."

12. The following Section 7.16(c) and Section 7.16(d) shall be added to the Indenture::11.

"(c) The Calculation Agent shall have no responsibility or liability for selection of aReference Rate other than LIBOR or any determination thereof, or any liability for any failure ordelay in performing its duties hereunder as a result of the unavailability of Libor as describedherein or the failure of the Collateral Manager to provide necessary instructions or underlyingcomponents needed to calculate any Reference Rate.

(d) Following the adoption of any Alternative Reference Rate pursuant to the definitiontherof, to the extent such Alternative Reference Rate is published by the Relevant GovernmentalBody, the International Swaps and Derivatives Association, Inc., Bloomberg or Reuters, theCollateral Manager may identify such published rate to the Calculation Agent in writing, whichnotice shall be posted on the Trustee's Website and such published rate shall be deemed to satisfythe definition of such Alternative Reference Rate for all purposes under this Indenture. Any suchdesignation from the Collateral Manager shall specify whether the published rate includes theapplicable Benchmark Replacement Rate Adjustment."

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13. The following Section 8.1(a)(xvi) shall be added to the Indenture with the12.appropriate drafting changes:

"(xvi) following the occurrence of a Benchmark Transition Event and its related BenchmarkReplacement Date, to change the Reference Rate in respect of the Refinancing Notes (and withrespect to the Class D-R Notes, subject to the consent of 100% of the Holders of such Class andwith respect to the Class E-R Notes, subject to the consent of 100% of the Holders of such Class)from LIBOR to an Alternative Reference Rate and make such other amendments as are necessaryor advisable in the reasonable judgment of the Collateral Manager to facilitate such change (aReference Rate Amendment)."

14. Section 8.2(a)(i) of the Indenture is hereby amended to add the bold and13.double-underlined text (indicated textually in the same manner as the following example: bold anddouble-underlined text) as set forth below:

"(i) change the Stated Maturity of the principal of or the due date of any installment ofinterest on any Secured Note, reduce the principal amount thereof or, other than in a ReferenceRate Amendment, the rate of interest thereon or the Redemption Price with respect to any Note,or change the earliest date on which Notes of any Class may be redeemed, change the provisionsof this Indenture relating to the application of proceeds of any Assets to the payment of principalof or interest on the Secured Notes or distributions on the Subordinated Fee Notes or theSubordinated Notes or change any place where, or the coin or currency in which, Notes or theprincipal thereof or interest or any distribution thereon is payable, or impair the right to institutesuit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in thecase of redemption, on or after the applicable Redemption Date);"

15. Section 8.2(a)(viii) of the Indenture is hereby amended to add the bold and14.double-underlined text (indicated textually in the same manner as the following example: bold anddouble-underlined text) as set forth below:

"(viii) other than in a Reference Rate Amendment, modify any of the provisions of thisIndenture in such a manner as to affect the calculation of the amount of any payment of interestor principal on any Secured Note, or any amount available for distribution to the SubordinatedFee Notes or the Subordinated Notes, or to affect the rights of the Holders of any Secured Notesto the benefit of any provisions for the redemption of such Secured Notes contained herein."

16. Section 8.2(b) of the Indenture is hereby amended to add the bold and15.double-underlined text (indicated textually in the same manner as the following example: bold anddouble-underlined text) as set forth below:

(b) At any time the Collateral Manager or a Majority of any Class of the Notes (other thanthe Refinancing Notes) may provide to the Issuer, the Trustee and, if applicable, the CollateralManager, a written notice, (A) indicating that it believes that LIBOR will be discontinued as abenchmark interest rate or that the CLO market has begun the process of transitioning away fromLIBOR as a benchmark interest rate and (B) requesting that the base rate used to calculate theInterest Rate on the Floating Rate Notes (other than the Refinancing Notes) be changed fromLIBOR to an alternative base rate specified in such notice (the Alternative Base Rate). Promptlyupon receipt of such notice, the Issuer (or the Collateral Manager on behalf of the Issuer) shallprepare a supplemental indenture which by its terms changes the base rate used to calculate theInterest Rate on the Floating Rate Notes (other than the Refinancing Notes) from LIBOR to the

DB1/ 111231449.7111231449.10 11

Alternative Base Rate and makes such other amendments as are necessary or advisable in thereasonable judgment of the Collateral Manager to facilitate the change to the Alternative BaseRate (a Base Rate Amendment).

Any such supplemental indenture shall be delivered by the Trustee pursuant to Section 8.3(c)hereof. If such supplemental indenture is consented to by a Majority of each Class of Notes(other than the Refinancing Notes) and the Moody’s Rating Condition is satisfied with respectthereto, then the Co-Issuers and the Trustee may execute such supplemental indenture.

For the avoidance of doubt, (i) if 100% of the Class ED-R Notes has consented to aReference Rate Amendment in accordance with 8.1(a)(xvi), this Section 8.2(b) shall nolonger be effective with respect to the Class D-R Notes and (ii) if 100% of the Class E-RNotes has consented to a Reference Rate Amendment in accordance with 8.1(a)(xvi), thisSection 8.2(b) shall no longer be effective with respect to the Class E-R Notes.

17. Exhibit C of the Indenture is hereby amended to add the bold and double-underlined16.text (indicated textually in the same manner as the following example: bold and double-underlinedtext) as set forth below:

""LIBOR" with respect to the Secured Notes, for any Interest Accrual Period, will equal (a) therate appearing on the Reuters Screen (the "Screen Rate") for deposits with a term of threemonths as of 11:00 a.m., London time, on the Interest Determination Date, (b) if the rate referredto in clause (a) is temporarily or permanently unavailable or cannot be obtained from such screenfor such period, the Interpolated Screen Rate for an amount approximately equal to the amount ofthe Aggregate Outstanding Amount of the Secured Notes or (c) if such rate cannot be determinedunder clauses (a) or (b), LIBOR shall be determined on the basis of the rates at which deposits inU.S. Dollars are offered by four major banks in the London market selected by the CalculationAgent after consultation with the Collateral Manager (the "Reference Banks") at approximately11:00 a.m., London time, on the Interest Determination Date to prime banks in the Londoninterbank market for a period approximately equal to such Interest Accrual Period and an amountapproximately equal to the amount of the Aggregate Outstanding Amount of the Secured Notes.The Calculation Agent will request the principal London office of each Reference Bank toprovide a quotation of its rate. If at least two such quotations are provided, LIBOR shall be thearithmetic mean of such quotations (rounded upward to the next higher 1/100). If fewer than twoquotations are provided as requested, LIBOR with respect to such Interest Accrual Period will bethe arithmetic mean of the rates quoted by three major banks in New York, New York selectedby the Calculation Agent after consultation with the Collateral Manager at approximately 11:00a.m., New York Time, on such Interest Determination Date for loans in U.S. Dollars to leadingEuropean banks for a term approximately equal to such Interest Accrual Period and an amountapproximately equal to the amount of the Secured Notes. If the Calculation Agent is required butis unable to determine a rate in accordance with at least one of the procedures described above,LIBOR will be LIBOR as determined on the previous Interest Determination Date; provided thatif a Benchmark Transition Event and its related Benchmark Replacement Date haveoccurred with respect to LIBOR (as determined by the Collateral Manager), LIBOR withrespect to the Refinancing Notes shall be replaced with an Alternative Reference Ratepursuant to a Reference Rate Amendment. Notwithstanding the foregoing, for purposes ofcalculating the interest due on the Secured Notes, "LIBOR" will at no time be less than 0.0% perannum. "LIBOR", when used with respect to a Collateral Obligation, means the "LIBOR" ratedetermined in accordance with the terms of such Collateral Obligation."

DB1/ 111231449.7111231449.10 12

18. Exhibit A2, A4, A6, A7 and A8,6 are amended by deleting the phrase "(commencing17.in November 2013), or, if any such day is not a Business Day, the next succeeding Business Day" andinserting "commencing on the first Payment Date following issuance of this Note", deleting theparenthetical "(the "Indenture")" and inserting "(as amended from time to time, the "Indenture")" and by:

replacing all references to "Class A-R" with "Class A-R-R" and(A)replacing the reference to "LIBOR plus 1.25%" with "LIBOR plus [__]1.03%" with respect to ExhibitA2;

replacing all references to "Class B-R" with "Class B-R-R" and(B)replacing the reference to "LIBOR plus 1.77%" with "LIBOR plus [__]1.55%" with respect to ExhibitA4;

replacing all references to "Class C-R" with "Class C-R-R" and(C)replacing the reference to "LIBOR plus 2.55%" with "LIBOR plus [__]2.25%" with respect to ExhibitA6;

(D) replacing all references to "Class D-R" with "Class D-R-R" andreplacing the reference to "LIBOR plus 4.00%" with "LIBOR plus [__]%" with respect to Exhibit A7;and

(E) amending the following sentence to add the bold and(D)double-underlined text (indicated textually in the same manner as the following example: bold anddouble-underlined text) as set forth below:

"In addition, the base rate used to calculate interest on this Note may be changed from LIBOR to anAlternative Base Rate or an Alternative Reference Rate pursuant to a Base Rate Amendment or aReference Rate Amendment, as applicable."

19. Exhibits B and C are each amended by:18.

replacing all references to "Class A-R" with "Class A-R-R";(A)

(B) replacing all references to "Class B-R" with "Class B-R-R";

(C) replacing all references to "Class C-R" with "Class C-R-R";

(D) replacing all references to "Class D-R" with "Class D-R-R"; and

(ED) deleting the parenthetical "(the "Indenture")" and inserting "(as amendedfrom time to time, the "Indenture")".

The following restriction in the Indenture and in each of the Exhibits A2, A4, A6 and B3 shall be19.removed and not apply to the Refinancing Notes:

"that is a bank, insurance carrier, registered investment adviser, registered broker-dealer or anindependent fiduciary with at least $50,000,000 of assets under management or control, in each casewithin the meaning of 29 C.F.R. 2510.3-21"

DB1/ 111231449.7111231449.10 13

SECTION 2. Issuance and Authentication of Refinancing Notes; Cancellation of Refinanced Notes.

The Co-Issuers hereby direct the Trustee to deposit in the Payment Account the proceeds(a)of the Refinancing Notes received on the Refinancing Date, which proceeds shall be used to pay theRedemption Prices of the Refinanced Notes.

The Refinancing Notes shall be issued as Rule 144A Global Secured Notes and(b)Regulation S Global Secured Notes and shall be executed by the Co-Issuers and delivered to the Trusteefor authentication and thereupon the same shall be authenticated and delivered to the Issuer by theTrustee upon Issuer Order and upon receipt by the Trustee of the following:

(i) Officers' Certificates of the Co-Issuers. With respect to each of the Co-Issuers, anOfficer's certificate (A) evidencing the authorization by Resolution of the execution and deliveryof this Supplemental Indenture and the Refinancing Placement Agreement and the execution ofthe Refinancing Notes to be authenticated and delivered and (B) certifying that (1) the attachedcopy of such Resolution is a true and complete copy thereof, (2) such Resolution has not beenrescinded and is in full force and effect on and as of the Refinancing Date and (3) the Officersauthorized to execute and deliver such documents hold the offices and have the signaturesindicated thereon.

(ii) Governmental Approvals. With respect to each of the Co-Issuers, either (A) anOfficer's certificate or other official document evidencing the due authorization, approval orconsent of any governmental body or bodies, at the time having jurisdiction in the premises,together with an Opinion of Counsel that the Trustee is entitled to rely thereon to the effect thatno other authorization, approval or consent of any governmental body is required for the validissuance of the Refinancing Notes or (B) an Opinion of Counsel to the effect that no suchauthorization, approval or consent of any governmental body is required for the valid issuance ofthe Refinancing Notes except as may have been given.

(iii) U.S. Counsel Opinions. Opinions of Morgan, Lewis & Bockius LLP, special U.S.counsel to the Co-Issuers, dated the Refinancing Date.

(iv) Cayman Counsel Opinion. An opinion of Maples and Calder, Cayman Islandscounsel to the Issuer, dated the Refinancing Date.

(v) Trustee Counsel Opinion. An opinion of Dentons LLP, counsel to the Trustee, datedthe Refinancing Date.

(vi) Officers' Certificates of Co-Issuers Regarding Indenture. An Officer's certificate ofeach of the Co-Issuers stating that, to the best of the signing Officer's knowledge, the ApplicableIssuer is not in Default under the Indenture and that the issuance of the Refinancing Notesapplied for by it will not result in a default or a breach of any of the terms, conditions orprovisions of, or constitute a default under, its organizational documents, any indenture or otheragreement or instrument to which it is a party or by which it is bound, or any order of any courtor administrative agency entered in any Proceeding to which it is a party or by which it may bebound or to which it may be subject; that no Event of Default shall have occurred and becontinuing; that all conditions precedent provided in the Indenture and this SupplementalIndenture relating to the authentication and delivery of the Refinancing Notes applied for by ithave been complied with; and that all expenses due or accrued with respect to the offering ofsuch Refinancing Notes or relating to actions taken on or in connection with the RefinancingDate have been paid or reserves therefor have been made. The Officer's certificate of the Issuer

DB1/ 111231449.7111231449.10 14

shall also state that all of its representations and warranties contained herein are true and correctas of the Refinancing Date.

(vii) Rating Letters. An Officer's certificate of the Issuer to the effect that attachedthereto is a true and correct copy of a letter provided by each Rating Agency, as applicable, andconfirming that such Rating Agency's rating of the Refinancing Notes is at least the rating setforth in Section 1(a) of this Supplemental Indenture.

On the Redemption Date specified above, all Global Notes representing the Refinanced(c)Notes shall be deemed to be surrendered to the Trustee for payment and shall be cancelled in accordancewith Section 2.9 of the Indenture.

SECTION 3. Consent of the Holders of the Refinancing Notes.

Each Holder or beneficial owner of a Refinancing Note, by its acquisition thereof on theRefinancing Date, shall be deemed (i) to irrevocably agree to the terms of the Indenture, as amendedhereby, as set forth in this Supplemental Indenture and to the execution of the Co-Issuers and the Trusteehereof and (ii) to have found the terms of the Refinancing occurring on the Refinancing Date acceptable.

SECTION 4. Effectiveness of the Supplemental Indenture.

This Supplemental Indenture shall become effective on the Refinancing Date and subjectto satisfaction of the conditions set forth in Section 2 hereto and the consent of the Majority of theSubordinated Notes.

SECTION 5. Governing Law.

This Supplemental Indenture and the Refinancing Notes shall be construed in accordancewith, and this Supplemental Indenture and the Refinancing Notes and any matters arising out of orrelating in any way whatsoever to this Supplemental Indenture or the Refinancing Notes (whether incontract, tort or otherwise) shall be governed by, the law of the State of New York without regard toconflicts of law.

SECTION 6. Waiver of Jury Trial.

EACH OF THE ISSUER, THE CO-ISSUER AND THE TRUSTEE HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISINGOUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE REFINANCINGNOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifiesthat no representative, agent or attorney of the other has represented, expressly or otherwise, that theother would not, in the event of a Proceeding, seek to enforce the foregoing waiver and (ii) acknowledgesthat it has been induced to enter into this Supplemental Indenture by, among other things, the mutualwaivers and certifications in this paragraph.

SECTION 7. Execution in Counterparts.

This Supplemental Indenture and the Refinancing Notes (and each amendment,modification and waiver in respect of this Supplemental Indenture or any Refinancing Note) may beexecuted and delivered in counterparts (including by facsimile transmission), each of which will bedeemed an original, and all of which together constitute one and the same instrument. Delivery of an

DB1/ 111231449.7111231449.10 15

executed counterpart signature page of this Supplemental Indenture by email (PDF) shall be effective asdelivery of a manually executed counterpart of this Supplemental Indenture.

SECTION 8. Concerning the Trustee.

The recitals contained in this Supplemental Indenture shall be taken as the statements ofthe Co-Issuers, and the Trustee assumes no responsibility for their correctness. Except as provided in theIndenture, the Trustee shall not be responsible or accountable in any way whatsoever for or with respectto the validity, execution or sufficiency of this Supplemental Indenture and makes no representation withrespect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefitof every provision of the Indenture relating to the conduct of or affecting the liability of or affordingprotection to the Trustee.

SECTION 9. No Other Changes.

Except as provided herein, the Indenture shall remain unchanged and in full force andeffect, and each reference to the Indenture and words of similar import in the Indenture, as amendedhereby, shall be a reference to the Indenture as amended hereby and as the same may be further amended,supplemented and otherwise modified and in effect from time to time. This Supplemental Indenture maybe used to create a conformed amended and restated Indenture for the convenience of administration bythe parties hereto.

SECTION 10. Execution, Delivery and Validity.

Each of the Co-Issuers represents and warrants to the Trustee that (i) this SupplementalIndenture has been duly and validly executed and delivered by it and constitutes its legal, valid andbinding obligation, enforceable against it in accordance with its terms and (ii) the execution of thisSupplemental Indenture is authorized or permitted under the Indenture and all conditions precedentthereto have been satisfied.

SECTION 11. Binding Effect.

This Supplemental Indenture shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns.

SECTION 12. Limited Recourse; Non-Petition.

The terms of Section 2.7(i), Section 5.4(d) and Section 13.1(d) of the Indenture shallapply to this Supplemental Indenture mutatis mutandis as if fully set forth herein.

DB1/ 111231449.7111231449.10

IN WITNESS WHEREOF, the parties hereto have executed and delivered thisSupplemental Indenture as of the date first written above.

EXECUTED as a DEED byVENTURE XIV CLO, LIMITED,

as Issuer

By:Name:Title:

VENTURE XIV CLO, LLC,as Co-Issuer

By:Name:Title:

CITIBANK, N.A.,as Trustee

By:Name:Title:

DB1/ 111231449.7111231449.10

AGREED AND CONSENTED TO:

MJX VENTURE MANAGEMENT LLC,as Collateral Manager

By: Name:Title: