notice to holders of notes issued by sound harbor loan ... · global corporate trust services 8...

Global Corporate Trust Services

8 Greenway Plaza, Suite 1100

Houston, Texas 77046

Notice to Holders of Notes issued by Sound Harbor Loan Fund 2014-1 Ltd.

and, as applicable, Sound Harbor Loan Fund 2014-1 LLC

Class CUSIP/ISIN1

Class A-1-R Notes 83609BAL0 / US83609BAL09 / G8275GAF5 / USG8275GAF57

Class A-2-R Notes 83609BAN6 / US83609BAN64 / G8275GAG3 / USG8275GAG31

Class B-R Notes 83609BAQ9 / US83609BAQ95 / G8275GAH1 / USG8275GAH14

Class C-R Notes 83609BAS5 / US83609BAS51 / G8275GAJ7 / USG8275GAJ79

Class D Notes 83609AAA6 / US83609AAA60 / G8274RAA3 / USG8274RAA35 /

83609AAB4 / US83609AAB44

Subordinated Notes 83609AAC2 / US83609AAC27 / G8274RAB1 / USG8274RAB18 /

83609AAD0 / US83609AAD00

and notice to the parties listed on Schedule A attached hereto.

Notice of Executed Second Supplemental Indenture

PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS

Reference is made to (i) that certain Indenture, dated as of October 30, 2014 (as

amended by that certain First Supplemental Indenture, dated as of May 1, 2017, that

certain Second Supplemental Indenture, dated as of August 23, 2017, and as may be

further modified or supplemented from time to time, the “Indenture”), among Sound

Harbor Loan Fund 2014-1 Ltd., as issuer (the “Issuer”), Sound Harbor Loan Fund 2014-1

LLC, as co-issuer (the “Co-Issuer”) and U.S. Bank National Association, as trustee (in

such capacity, the “Trustee”), (ii) that certain Notice of Proposed Supplemental Indenture

and Request for Consent, dated as of July 24, 2017, and (iii) that certain Notice of

Revised Proposed Supplemental Indenture and Request for Consent, dated as of August

18, 2017. Capitalized terms used but not defined herein which are defined in the

Indenture shall have the meaning given thereto in the Indenture.

Pursuant to Section 8.3(c) of the Indenture, the Trustee hereby provides notice

that the Issuer, the Co-Issuer and the Trustee have entered into the second supplemental

indenture, dated as of August 23, 2017 (hereinafter referred to as the “Second

Supplemental Indenture”). A copy of the Second Supplemental Indenture is attached

hereto as Exhibit A. A copy of the confirmation from the Rating Agency is attached

hereto as Exhibit B.

1 The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The

Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or

correctness of CUSIP/ISIN numbers printed on any Notes or as indicated in this notice.

2

Recipients of this notice are cautioned that this notice is not evidence that the

Trustee will recognize the recipient as a Holder. In addressing inquiries that may be

directed to it, the Trustee may conclude that a specific response to a particular inquiry

from an individual Holder is not consistent with equal and full dissemination of

information to all Holders. Holders should not rely on the Trustee as their sole source of

information.

The Trustee expressly reserves all rights under the Indenture, including, without

limitation, its right to payment in full of all fees and costs (including, without limitation,

fees and costs incurred or to be incurred by the Trustee in performing its duties,

indemnities owing or to become owing to the Trustee, compensation for Trustee time

spent and reimbursement for fees and costs of counsel and other agents it employs in

performing its duties or to pursue remedies) prior to any distribution to Holders or other

parties, as provided in and subject to the applicable terms of the Indenture, and its right,

prior to exercising any rights or powers vested in it by the Indenture at the request or

direction of any of the Holders, to receive security or indemnity satisfactory to it against

all costs, expenses and liabilities which might be incurred in compliance therewith, and

all rights that may be available to it under applicable law or otherwise.

Holders with questions regarding this notice should direct their inquiries, in

writing, to: Andrew Howe, U.S. Bank National Association, Global Corporate Trust

Services, 8 Greenway Plaza, Suite 1100, Houston, Texas 77046, telephone (713) 212-

3701, or via email at [email protected].

U.S. BANK NATIONAL ASSOCIATION, August 25, 2017

as Trustee

SCHEDULE A

Sound Harbor Loan Fund 2014-1 Ltd.

c/o MaplesFS Limited

P.O. Box 1093

Boundary Hall, Cricket Square

Grand Cayman KY1-1102

Cayman Islands

Attention: The Directors

Fax: +1 (345) 945-7100

Email: [email protected]

Sound Harbor Loan Fund 2014-1 LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711


Allianz Global Investors U.S. LLC

12 East 49th Street, 36th Floor

New York, New York 10017

Attention: Jamie Walker


with a copy to:

Arnold & Porter Kaye Scholer LLP

70 West Madison Street

Chicago, Illinois 60602

Attention: Daniel J. Hartnett


U.S. Bank National Association,

as Collateral Administrator

Moody’s Investors Service, Inc.

250 Greenwich St.


Attention: CBO/CLO Monitoring


Fitch Ratings, Inc.

33 Whitehall Street


Email:

[email protected]

Maples & Calder

75 St. Stephen’s Green

Dublin 2, Ireland

Fax: +353 1 619 2001

Email:

[email protected]

The Irish Stock Exchange Limited

28 Anglesea Street

Dublin 2, Ireland

ISE Service Portal: www.isedirect.ie

DTC/Euroclear/Clearstream

[email protected]

[email protected]

[email protected]

[email protected]

m

[email protected]

[email protected]

mailto:[email protected]






Exhibit A

[Executed Second Supplemental Indenture]

EXECUTION COPY

SECOND SUPPLEMENTAL INDENTURE dated as of August 23, 2017 (this "Supplemental Indenture") to the Indenture dated as of October 30, 2014 (as amended by the First Supplemental Indenture, dated as of May 1, 2017, the "Indenture") among Sound Harbor Loan Fund 2014-1 Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), Sound Harbor Loan Fund 2014-1 LLC, a limited liability company organized under the laws of the State of Delaware (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), and U.S. Bank National Association, as trustee under the Indenture (together with its successors in such capacity, the "Trustee"). This Supplemental Indenture is entered into by and between the Co-Issuers and the Trustee. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture.

WITNESSETH:

WHEREAS, pursuant to Section 8.1(b) of the Indenture, with the consent of a Majority of the Controlling Class, the Trustee and the Co-Issuers may enter into one or more indentures supplemental to the Indenture to (among other things) modify or amend any component of the Asset Quality Matrix, the Investment Criteria, the restrictions on the sales of Collateral Obligations, the Concentration Limitations or the Collateral Quality Tests and the definitions related thereto which affect the calculation thereof;

WHEREAS, the Co-Issuers wish to amend the Indenture as set forth in this Supplemental Indenture to modify the Asset Quality Matrix; and

WHEREAS, the consent of a Majority of the Controlling Class to this Supplemental Indenture has been obtained and the other conditions set forth for entry into a supplemental indenture pursuant to Sections 8.1(b) and 8.3 of the Indenture have been satisfied;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties agree as follows:

1. Amendments to the Indenture. Effective as of the date hereof:

a. The following definitions in Section 1.1 of the Indenture are deleted in their entirety and replaced by the following:

"Asset Quality Matrix": The following chart used to determine which of the "row/column combinations" (or the linear interpolation between two adjacent rows and/or two adjacent columns) are applicable for purposes of determining compliance with the Moody's Diversity Test, the Maximum Moody's Rating Factor Test and the Minimum Floating Spread Test, as set forth in Section 7.18(f).

45 50 55 60 65 70 75 80 2.20% 1,977 2,017 2,056 2,087 2,118 2,140 2,162 2,182 2.30% 2,021 2,069 2,104 2,135 2,165 2,188 2,211 2,231 2.40% 2,065 2,108 2,151 2,182 2,212 2,236 2,259 2,279 2.50% 2,112 2,156 2,199 2,230 2,261 2,285 2,308 2,328

1 64357538

2.60% 2,158 2,203 2,247 2,278 2,309 2,333 2,357 2,377 2.70% 2,204 2,249 2,293 2,325 2,357 2,382 2,407 2,427 2.80% 2,250 2,295 2,339 2,372 2,405 2,431 2,456 2,476 2.90% 2,295 2,340 2,385 2,419 2,453 2,479 2,504 2,524 3.00% 2,339 2,385 2,431 2,466 2,500 2,526 2,551 2,572 3.10% 2,387 2,432 2,477 2,512 2,547 2,573 2,599 2,620 3.20% 2,435 2,479 2,522 2,558 2,593 2,620 2,647 2,668 3.30% 2,479 2,525 2,571 2,606 2,641 2,670 2,698 2,721 3.40% 2,522 2,571 2,619 2,654 2,688 2,719 2,749 2,773 3.50% 2,553 2,611 2,668 2,705 2,741 2,772 2,802 2,826 3.60% 2,583 2,650 2,717 2,755 2,793 2,824 2,855 2,879 3.70% 2,620 2,688 2,756 2,801 2,845 2,876 2,907 2,931 3.80% 2,657 2,726 2,795 2,846 2,897 2,928 2,958 2,982 3.90% 2,689 2,762 2,834 2,887 2,939 2,974 3,008 3,032 4.00% 2,720 2,797 2,873 2,927 2,981 3,020 3,058 3,082 4.10% 2,762 2,837 2,911 2,965 3,019 3,060 3,101 3,128 4.20% 2,804 2,876 2,948 3,002 3,056 3,100 3,143 3,173 4.30% 2,837 2,912 2,986 3,041 3,096 3,140 3,183 3,215 4.40% 2,870 2,947 3,023 3,079 3,135 3,179 3,222 3,257 4.50% 2,910 2,987 3,062 3,118 3,174 3,218 3,261 3,296 4.60% 2,950 3,026 3,101 3,157 3,213 3,257 3,300 3,335 4.70% 2,987 3,063 3,139 3,196 3,252 3,295 3,338 3,374 4.80% 3,023 3,100 3,177 3,234 3,290 3,333 3,376 3,412 4.90% 3,059 3,137 3,215 3,272 3,328 3,372 3,415 3,451 5.00% 3,095 3,174 3,252 3,309 3,366 3,410 3,454 3,489

"Controlling Class Amendment": The meaning specified in Section 8.1(b).

b. Section 10.7(a) of the Indenture is amended by replacing the words "January, April, July and October" with the words "February, May, August, and November".

2. Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

2

3. Execution in Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by electronic means (including email or telecopy) will be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

4. 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.

5. 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, 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.

6. Execution, Delivery and Validity.

Each of the Co-Issuers represents and warrants to the Trustee that 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.

7. Limited Recourse.

Section 2.7(i) of the Indenture is incorporated by reference herein mutatis mutandis.

8. Non-Petition.

Each party and each Holder of the Refinancing Notes agrees not to, prior to the date which is one year (or, if longer, the applicable preference period then in effect) plus one day after the payment in full of all Notes, institute against, or join any other Person in instituting against, the Issuer, the Co-Issuer or any ETB Subsidiary any bankruptcy, reorganization, arrangement, insolvency, winding up, moratorium or liquidation Proceedings, or other Proceedings under Cayman Islands, U.S. federal or state bankruptcy or similar laws.

3

9. Binding Effect.

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

4

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

Executed as a Deed by:

SOUND HARBOR LOAN FUND 2014-1 LTD. as Issuer

By:

Title: Director

In the presence of:

Witness: Name: Rolena Eden Occupation: Corporate Assistant Title:

Sound Harbor Loan Fund 2014-1 Ltd. — Second Supplemental Indenture

SOUND HARBOR LOAN FUND 2014-1 LLC, as Co-Issuer

By: .e-- Name: Dona;1 J. Puglisi Title: Manager


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By: Name: Title: Elaine P. Mah

Unice Vice President

Sound Harbor Loan Fund 2014-1 ltd. - Second Supplemental tridenttac

CONSENTED AND AGREED

ALLIANZ GLOBAL INVESTORS U.S. LLC, as Collateral Manager

/

Name: IT'{ jcilaf Title: Att.44,1614

By:


CONSENTED AND AGREED

U.S. BANK NATIONAL ASSOCIATION, as Collateral Administrator

By: (-7AWe A611 Name: Title: Elaine P. Mah

Senior Vice President


Exhibit B

[Confirmation from Rating Agency]

Announcement: Moody's: Sound Harbor Loan Fund 2014-1, Ltd. ratingsunaffected by Supplemental Indenture.

Global Credit Research - 22 Aug 2017

New York, August 22, 2017 -- Moody's Investors Service has determined that entry by Sound Harbor LoanFund 2014-1, Ltd. (the "Issuer") into a supplemental indenture dated as of August 23, 2017 (the "SecondSupplemental Indenture") by and among the Issuer, Sound Harbor Loan Fund 2014-1, LLC as Co-Issuer andU.S. Bank National Association, as Trustee, and performance of the activities contemplated therein, will not inand of themselves and at this time result in the withdrawal or reduction with respect to the current rating byMoody's of any Class of Secured Notes issued by the Issuer. Moody's does not express an opinion as towhether the Second Supplemental Indenture could have non-credit-related effects.

The Second Supplemental Indenture deletes in its entirety and replaces the existing defined term "AssetQuality Matrix".

The principal methodology used in reaching its conclusion and in monitoring the ratings of the Notes issued bythe Issuer is "Moody's Global Approach to Rating Collateralized Loan Obligations", published in October 2016and available on www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratingstab.

Other methodologies and factors that may have been considered in the process of rating the Notes issued bythe Issuer can also be found in the Rating Methodologies sub-directory on Moody's.com.

Moody's will continue monitoring the ratings of the Secured Notes issued by the Issuer. Any change in theratings will be publicly disseminated by Moody's through appropriate media.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication,please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit ratingaction information and rating history.

Stephen LioceSenior Vice PresidentStructured Finance GroupMoody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007U.S.A.JOURNALISTS: 1 212 553 0376Client Service: 1 212 553 1653

Ramon O. TorresSenior Vice President/ManagerStructured Finance GroupJOURNALISTS: 1 212 553 0376Client Service: 1 212 553 1653

Releasing Office:Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007U.S.A.JOURNALISTS: 1 212 553 0376Client Service: 1 212 553 1653

© 2017 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors andaffiliates (collectively, “MOODY’S”). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGSAFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDITRISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, ANDMOODY’S PUBLICATIONS MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVEFUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKESECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEETITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATEDFINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANYOTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, ORPRICE VOLATILITY. CREDIT RATINGS AND MOODY’S OPINIONS INCLUDED IN MOODY’SPUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’SPUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDITRISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC.CREDIT RATINGS AND MOODY’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDEINVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONSARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLDPARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONSCOMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR.MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THEEXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKEITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FORPURCHASE, HOLDING, OR SALE.

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Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation(“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds,debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have,prior to assignment of any rating, agreed to pay to Moody’s Investors Service, Inc. for appraisal and ratingservices rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintainpolicies and procedures to address the independence of MIS’s ratings and rating processes. Informationregarding certain affiliations that may exist between directors of MCO and rated entities, and between entitieswho hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of morethan 5%, is posted annually at www.moodys.com under the heading “Investor Relations — CorporateGovernance — Director and Shareholder Affiliation Policy.”

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Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiaryof Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-ownedsubsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary ofMJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, creditratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by anentity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatmentunder U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial ServicesAgency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate andmunicipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (asapplicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) forappraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000.

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notice to holders of notes issued by sound harbor loan ... · global corporate trust services 8...

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