rating estimate provided by such
credit analyst shall be the applicable Moody's Rating.
2.
The Moody's Rating for each Collateral Obligation that satisfies the
Pre-Qualifying Conditions shall be the lower of (i) the Collateral Manager's
internal rating or (ii) the rating based on the .EDF for such Collateral
Obligation, as determined in accordance with the table below:
Lowest .EDF
Moody's Rating
less than or equal to .baa
Ba3
.ba1
B1
.ba2, .ba3 or .b1
B2
.b2 or.b3
B3
.caa
Caa1
provided that the Moody's Rating determined pursuant the chart above will be
reduced by an additional one-half rating subcategory for Collateral Obligations
originated in connection with leveraged buyout transactions.
3.
The Moody's Recovery Rate for each Collateral Obligation that meets the
Pre-Qualifying Conditions shall be the lower of (i) the Collateral Manager's
internal recovery rate or (ii) the recovery rate as determined in accordance
with the table below:
Type of Collateral Obligation
Moody's Recovery Rate
U.S. or Canadian Obligor
senior secured, first priority, first lien and first out
50%
S-7-2
Type of Collateral Obligation
Moody's Recovery Rate
U.S. or Canadian Obligor
second lien, first lien and last out, all other senior secured
40%
U.S. or Canadian Obligor
senior unsecured
30%
U.S. or Canadian Obligor
senior subordinated or junior
subordinated
15%
Non-U.S. Non-Canadian Obligor
any loan
0%
provided that Moody's shall have the right (in its sole discretion) to issue a
recovery rate assigned by one of its credit analysts, in which case such
recovery rate provided by such credit analyst shall be the applicable Moody's
Recovery Rate.
S-7-3
EXHIBIT A
FORMS OF NOTES
EXHIBIT A-1
FORM OF GLOBAL CLASS A NOTE
[RULE 144A][REGULATION S] GLOBAL SECURED NOTE
representing
CLASS A SENIOR SECURED FLOATING RATE NOTES DUE 2021
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAW AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB") WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF
SECTION 3(C)(7) OF THE 1940 ACT, AS AMENDED (A "QUALIFIED PURCHASER"),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING
FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS
INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" (WITHIN THE MEANING OF RULE 501 (a)(1)-(3) OR (7) UNDER THE SECURITIES
ACT) WHO IS A QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND NOT FOR
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A)
THE RECEIPT