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Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
MAC: R1204-010
NOTICE OF EXECUTED SUPPLEMENTAL INDENTURE AND NOTICE OF
APPOINTMENT OF REPLACEMENT ADMINISTRATOR AND SHARE TRUSTEE
KLEROS PREFERRED FUNDING, LTD.
To:
The Parties listed on Schedule A hereto.
Reference is made to that certain Indenture dated as of June 3, 2005, as supplemented by
the First Supplemental Indenture dated as of September 23, 2005 (as amended, modified or
supplemented, the “Indenture”) among the Kleros Preferred Funding, Ltd., as Issuer (the
“Issuer”), Kleros Preferred Funding, LLC, as Co-Issuer (the “Co-Issuer” and together with the
Issuer, the “Co-Issuers”), and Wells Fargo Bank, National Association, as Trustee (the
“Trustee”). Capitalized terms used herein without definition shall have the meaning given to
such terms in the Indenture.
I.
Notice to Nominees and Custodians.
If you act as or hold Notes or Preference Shares as a nominee or custodian for or on
behalf of other persons, please transmit this notice immediately to the beneficial owner of such
Notes or Preference Shares or such other representative who is authorized to take actions. Your
failure to act promptly in compliance with this paragraph may impair the chance of the beneficial
owners on whose behalf you act to take any appropriate actions concerning the matters described
in this notice.
II.
Notice of Executed Supplemental Indenture.
Reference is further made to that certain Notice of Resignation of Administrator,
Appointment of Replacement Administrator and Amendment of Administration Agreement and
Notice of Proposed Supplemental Indenture dated December 23, 2014 wherein the Trustee
provided notice of a proposed supplemental indenture pursuant to Sections 8.1 of the Indenture
(the “Supplemental Indenture”).
Pursuant to Section 8.1 of the Indenture, you are hereby notified of the execution of the
Supplemental Indenture dated as of January 23, 2015. A copy of the executed Supplemental
Indenture is attached hereto as Exhibit A.
III.
Notice of Appointment of Replacement Administrator and Share Trustee.
The Trustee hereby provides notice that, by written notice dated as of January 23, 2015,
the Issuer notified the Trustee of the effectiveness of the Administrator’s resignation and the
appointment of Fund Fiduciary Partners Limited as the replacement Administrator. Further, the
Issuer notified the Trustee of the effectiveness of the Share Trustee’s resignation and the
appointment of The Harbour Trust Co. Ltd. as the replacement Share Trustee. A copy of this
notice (the “Issuer Notice”) is attached hereto as Exhibit B.
Any questions may be directed to the attention of Cheryl Bohn by telephone at (410)
884-2097, by e-mail at [email protected], by facsimile at (866) 373-0261, or by mail
addressed to Wells Fargo Bank, National Association, Collateralized Debt Obligations, Attn.:
Cheryl Bohn, MAC R1204-010, 9062 Old Annapolis, Columbia, MD 21045-1951. The Trustee
may conclude that a specific response to particular inquiries from individual Holders is not
consistent with equal and full dissemination of material information to all Holders. Holders of
Notes should not rely on the Trustee as their sole source of information. The Trustee does not
make recommendations or give investment advice herein or as to the Notes or Preference Shares
generally.
Dated: January 30, 2015
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee and
Preference Share Paying Agent
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SCHEDULE A
Holders of Notes and Preference Shares:
498587AA2, 498587AC8, 498587AD6,
498587AE4, 498587AF1, G52954107,
G5295RAF3, 498585207
Collateral Manager:
Vertical Capital, LLC
437 Madison Avenue, 39th Floor
New York, New York 10022
Fax: (212) 786-5301
Attention: Brett T. Graham
Issuer:
Kleros Preferred Funding, Ltd.
c/o Intertrust SPV (Cayman) Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9005
Cayman Islands
Attention: Managing Director
Hedge Counterparty:
Deutsche Bank AG, London Branch
Winchester House
One Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: CPM – Peter E. Haagensen
Co-Issuer:
Kleros Preferred Funding, LLC
c/o Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Attention: Donald Puglisi, Esq.
With a copy to:
Deutsche Bank AG, New York Branch
60 Wall Street
New York, NY 10005
Irish Stock Exchange:
28 Anglesea Street
Dublin 2 Ireland
Rating Agencies
Moody's Investors Service
99 Church Street
New York, NY 10007
Fax: 212-553-0355
Attention: CBO/CLO Monitoring
E-mail: [email protected]
Paying Agent in Ireland:
Custom House Administration and Corporate
Services Limited
25 Eden Quay
Dublin 1 Ireland
Channel Islands Stock Exchange:
PO Box 623
One Lefebvre Street
St Peter Port
Guernsey, GY1 4PJ
Channel Islands

The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any
representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for
the convenience of the Holders.
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EXHIBIT A
EXECUTED SUPPLEMENTAL INDENTURE
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SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of
January 23, 2015 between:
KLEROS PREFERRED FUNDING, LTD., an exempted company incorporated under the
laws of the Cayman Islands (the Issuer);
KLEROS PREFERRED FUNDING, LLC, a limited liability company organized under the
laws of the State of Delaware (the Co-Issuer); and
WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (together with its
permitted successors in the trusts under the Indenture referred to below, the Trustee).
PRELIMINARY STATEMENTS
The Issuer and the Trustee are party to an Indenture dated as of June 3, 2005, as supplemented by
the First Supplemental Indenture dated as of September 23, 2005 (as further amended,
supplemented and otherwise in effect prior to the date hereof, the Indenture) relating to
U.S.$850,000,000 Class A-1 First Priority Senior Secured Floating Rate Delayed Draw Notes
due 2041, U.S.$68,500,000 Class A-2 Second Priority Senior Secured Floating Rate Notes due
2041, U.S.$51,500,000 Class B Third Priority Senior Secured Floating Rate Notes due 2041,
U.S.$13,000,000 Class C Fourth Priority Mezzanine Secured Deferrable Floating Rate Notes due
2041 and U.S.$8,500,000 Class D Fifth Priority Mezzanine Secured Deferrable Floating Rate
Notes due 2041.
The Issuer has requested that the Trustee enter into, and the Trustee is willing to enter into, this
Supplemental Indenture in order to make changes necessary to provide for the replacement of the
current Administrator and Administration Agreement with a successor administrator and a new
administration agreement.
Section 8.1 of the Indenture provides that, at any time, without the consent of the Noteholders,
the Preference Shareholders or the Hedge Counterparty (except to the extent such consent is
required under the applicable Hedge Agreement), the Issuer may enter into a supplemental
indenture to correct any inconsistency, defect or ambiguity in the Indenture.
In entering into this Supplemental Indenture, the Trustee has received and relied upon an
Officer’s Certificate of the Issuer stating that the execution of this Supplemental Indenture would
have no material adverse effect on any Class of Notes or Preference Shareholders.
Section 1. Definitions and Incorporation of Preliminary Statements. Capitalized terms used
but not otherwise defined herein, including in the Preliminary Statements hereto, have the
respective meanings given to such terms in the Indenture. The Preliminary Statements hereto are
incorporated and made a part of this Supplemental Indenture.
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Section 2. Amendment. The Indenture shall be amended by deleting the definition of
“Administration Agreement” in Section 1.1 thereof and replacing it in its entirety with the
following:
““Administration Agreement” means (a) the Administration Agreement dated the Closing Date
between the Administrator and the Issuer, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms, pursuant to which the
Administrator shall perform various administrative functions on behalf of the Issuer, including
communications with shareholders and the general public, and the provision of certain clerical,
administrative and other services, and (b) any replacement agreement for the agreement
described in the foregoing clause (a) between the Issuer and a replacement Administrator
containing materially similar terms to the agreement described in the foregoing clause (a).”
Section 3. Execution, Delivery and Validity. The Issuer represents and warrants to the Trustee
that this Supplemental Indenture has been duly and validly executed and delivered by the Issuer
and constitutes its legal, valid and binding obligation, enforceable against the Issuer in
accordance with its terms.
Section 4. Indenture Otherwise Unchanged. Except as herein provided, 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.
Section 5. Acceptance By Trustee. The Trustee accepts the amendment to the Indenture as set
forth in this Supplemental Indenture and agrees to perform the duties of the Trustee subject to
and upon the terms and conditions set forth herein and in the Indenture. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the correctness of the
recitals contained herein, which shall be taken as the statements of the Issuer. The Trustee shall
not be responsible or accountable in any way whatsoever for or with respect to the validity,
execution by any party other than the Trustee or sufficiency of this Supplemental Indenture and
makes no representation with respect thereto. In entering into this Supplemental Indenture, the
Trustee shall be subject to and entitled to the benefit of every provision of the Indenture relating
to the conduct of, affecting the liability of or affording protection to the Trustee.
Section 6. Collateral Manager Consent. By its signature below, the Collateral Manager hereby
consents to the terms of this Supplemental Indenture.
Section 7. 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 8. 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 e-mail (PDF) or telecopy shall be effective as
delivery of a manually executed counterpart of this Supplemental Indenture.
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Section 9. Governing Law. This Supplemental Indenture shall be construed in accordance
with, and this Supplemental Indenture and all matters arising out of or relating in any way
whatsoever (whether in contract, tort or otherwise) to this Supplemental Indenture shall be
governed by, the law of the State of New York.
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IN WITNESS WHEREOF, we have set our hands as of the date first written above.
KLEROS PREFERRED FUNDING,
LTD.,
as Issuer
By:
Name:
Title:
KLEROS PREFERRED FUNDING,
LLC,
as Co-Issuer
By:
NanS;==-k~' Puglisi
Title:
Independent Manager
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee
By: ------------------------Name:
Title:
EXHIBIT B
ISSUER NOTICE
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