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FIRST SUPPLEMENTAL INDENTURE

Driftwood CLO 2023-I, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands as Issuer

Driftwood CLO 2023-I, LLC a Delaware limited liability company as Co-Issuer

and

Ironclad Trust Company, National Association a national banking association as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator

Dated as of September 8, 2023

Supplementing the Indenture dated as of August 22, 2023 (the "Original Indenture")

$400,000,000 Aggregate Principal Amount of Secured Notes and Subordinated Notes

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This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of September 8, 2023, is among:

(1) DRIFTWOOD CLO 2023-I, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, Registration No. EX-382916, having its registered office at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands (the "Issuer");

(2) DRIFTWOOD CLO 2023-I, LLC, a limited liability company organized under the laws of the State of Delaware, DE File No. 7429831, having its registered agent at National Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801 (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"); and

(3) IRONCLAD TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, having its principal corporate trust office at 100 Wall Street, Suite 1650, New York, New York 10005, as trustee (in such capacity, the "Trustee"), note registrar (in such capacity, the "Note Registrar"), paying agent (in such capacity, the "Paying Agent"), transfer agent (in such capacity, the "Transfer Agent"), custodian (in such capacity, the "Custodian"), and collateral administrator (in such capacity, the "Collateral Administrator").

RECITALS

WHEREAS, the Issuer, the Co-Issuer, and the Trustee entered into that certain Indenture, dated as of August 22, 2023 (the "Original Indenture"), providing for the issuance of up to $400,000,000 aggregate principal amount of Secured Notes and Subordinated Notes (collectively, the "Notes"), of Driftwood CLO 2023-I, Ltd. and Driftwood CLO 2023-I, LLC;

WHEREAS, Section 9.1(a)(x) of the Original Indenture provides that the Original Indenture may be supplemented by the parties thereto, without the consent of any Noteholder or any other Person, to set forth the final pricing terms of the Notes, including the applicable Interest Rates for each Class of Secured Notes, upon the determination of such terms on the Pricing Date;

WHEREAS, the Pricing Date occurred on September 8, 2023, and the final Interest Rates (expressed as a spread over the Reference Rate) and aggregate principal amounts for each Class of Notes have been determined in connection with the pricing of the Notes;

WHEREAS, the Issuer, the Co-Issuer, and the Trustee desire to supplement the Original Indenture to set forth: (i) the final Interest Rates (expressed as a spread over the Reference Rate) for each Class of Secured Notes; (ii) the aggregate principal amount of each Class of Notes to be issued on the Closing Date; (iii) the CUSIPs and ISINs assigned to each Class of Notes; and (iv) certain related confirmatory matters, all as more fully described herein;

WHEREAS, the Issuer has requested, and the Trustee has agreed, to enter into this First Supplemental Indenture pursuant to and in accordance with Section 9.1(a)(x) of the Original Indenture;

WHEREAS, all conditions precedent to the execution and delivery of this First Supplemental Indenture have been satisfied, including the receipt by the Trustee of an Officer's Certificate of the Issuer, dated September 8, 2023, certifying that this First Supplemental Indenture is authorized and permitted by, and complies with the requirements of, Section 9.1(a)(x) of the Original Indenture and that all conditions precedent set forth therein have been duly satisfied;

WHEREAS, Driftwood Credit Management LLC, a Delaware limited liability company and investment adviser registered with the Securities and Exchange Commission (CRD #182447), serves as the collateral manager (the "Collateral Manager") for the transaction pursuant to that certain Collateral Management Agreement, dated as of August 22, 2023, by and between the Issuer and the Collateral Manager (the "Collateral Management Agreement"); and

WHEREAS, the Trustee has been requested by the Issuer to join in the execution of this First Supplemental Indenture for the purpose of supplementing the Original Indenture as herein provided;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. All capitalized terms used but not otherwise defined in this First Supplemental Indenture shall have the respective meanings assigned to such terms in the Original Indenture. As used in this First Supplemental Indenture, the following terms shall have the following meanings:

"Closing Date" means September 12, 2023.

"First Supplemental Indenture" means this First Supplemental Indenture, dated as of September 8, 2023, among the Issuer, the Co-Issuer, and the Trustee, supplementing the Original Indenture.

"Indenture" means the Original Indenture, as supplemented by this First Supplemental Indenture and as may be further amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

"Interest Rate" means, with respect to each Class of Secured Notes, the per annum rate of interest applicable to such Class as set forth in Section 2.1 of this First Supplemental Indenture.

"Original Indenture" means the Indenture, dated as of August 22, 2023, among the Issuer, the Co-Issuer, and the Trustee, as in effect immediately prior to the effectiveness of this First Supplemental Indenture.

"Pricing Date" means September 8, 2023.

"Reference Rate" means Compounded SOFR (with 26253 fallback convention), as defined in the Original Indenture, including the benchmark transition provisions and benchmark replacement provisions set forth therein.

"Supplemental Indenture" means this First Supplemental Indenture.

Section 1.2 Rules of Construction. This First Supplemental Indenture is to be construed in conjunction with, and as a supplement to, the Original Indenture. To the extent that any provision of this First Supplemental Indenture is inconsistent with any provision of the Original Indenture, the provisions of this First Supplemental Indenture shall govern and control solely with respect to the matters specifically addressed herein; provided that in all other respects, the provisions of the Original Indenture shall remain in full force and effect and shall not be deemed to be amended, modified, superseded, or otherwise affected by this First Supplemental Indenture. All references to the "Indenture" in any Transaction Document (as defined in the Original Indenture) shall, from and after the date hereof, be deemed to refer to the Original Indenture as supplemented by this First Supplemental Indenture. The rules of construction and interpretation set forth in Section 1.2 of the Original Indenture shall apply to this First Supplemental Indenture as if fully set forth herein.

ARTICLE II

FINAL PRICING TERMS

Section 2.1 Interest Rates. The following Interest Rates are hereby established as of the Pricing Date (September 8, 2023) with respect to each Class of Secured Notes. Each such Interest Rate shall be expressed as a per annum spread over the Reference Rate and shall apply to the applicable Class of Secured Notes for all periods from and including the Closing Date:

The Subordinated Notes shall not bear a stated rate of interest. Holders of the Subordinated Notes shall be entitled only to receive residual distributions, if any, in accordance with the Priority of Payments as set forth in the Original Indenture. For the avoidance of doubt, neither the Issuer nor the Co-Issuer shall have any obligation to pay interest on the Subordinated Notes at any fixed or floating rate.

The day count convention applicable to each Class of Secured Notes shall be Actual/360, as set forth in the Original Indenture. Interest on each Class of Secured Notes shall accrue from and including the Closing Date (September 12, 2023) to but excluding the first Payment Date, and thereafter from and including each Payment Date to but excluding the next succeeding Payment Date.

The first Payment Date with respect to all Classes of Notes shall be January 15, 2024 (the "First Payment Date"). Thereafter, Payment Dates shall occur quarterly on each January 15, April 15, July 15, and October 15 of each year until the Stated Maturity or the earlier redemption or repayment of the applicable Class of Notes. If any Payment Date would otherwise fall on a day that is not a Business Day, such Payment Date shall be the next succeeding Business Day (with interest continuing to accrue to but excluding such next succeeding Business Day), unless such next succeeding Business Day would fall in the next calendar month, in which case such Payment Date shall be the immediately preceding Business Day (with interest accruing to but excluding such immediately preceding Business Day), in each case as more fully set forth in the Original Indenture.

The Record Date for each Payment Date shall be the close of business on the 15th calendar day preceding such Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), as specified in the Original Indenture.

Section 2.2 Aggregate Principal Amounts. The aggregate principal amount of each Class of Notes to be issued on the Closing Date (September 12, 2023) is hereby confirmed as follows:

The total aggregate principal amount of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) shall be $364,000,000. The total aggregate principal amount of Subordinated Notes shall be $36,000,000. The foregoing aggregate principal amounts are consistent with the capital structure set forth in the Offering Circular dated September 8, 2023, and the placement of the Notes by Blackshore Securities LLC and Calvert & Co. LLC, as initial purchasers (the "Initial Purchasers"), pursuant to the Note Purchase Agreement dated as of September 8, 2023, among the Issuer, the Co-Issuer, and the Initial Purchasers.

Section 2.3 Minimum Denominations. Each Class of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) shall be issuable in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. The Subordinated Notes shall be issuable in minimum denominations of $250,000 and integral multiples of $1 in excess thereof. No Note of any Class may be issued, transferred, or exchanged in a denomination that does not comply with the foregoing requirements and the transfer restriction provisions set forth in the Original Indenture.

ARTICLE III

CUSIPs, ISINs, AND NOTE IDENTIFIERS

Section 3.1 CUSIP and ISIN Numbers. The following CUSIP numbers and ISIN numbers have been assigned to the Notes and are hereby confirmed for purposes of the Indenture. Each Class of Notes shall bear the applicable CUSIP and ISIN numbers set forth below on the face of the Global Notes representing such Class:

The Notes are being offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder and Regulation S thereunder, in each case subject to the transfer restrictions set forth in the Original Indenture and on the face of the Global Notes. Neither the Issuer, the Co-Issuer, nor the Trustee shall be liable for any loss, cost, or expense arising from or relating to any deficiency in, or change to, any CUSIP or ISIN number assigned to any Class of Notes.

Section 3.2 DTC Eligibility. It is hereby confirmed that each Class of Notes is eligible for clearance and settlement through the facilities of The Depository Trust Company ("DTC"). The DTC Participant Number for Ironclad Trust Company, National Association, in its capacity as Trustee and Paying Agent, is 2176. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, in each case in accordance with the rules and procedures of DTC and the terms set forth in the Original Indenture. Except as otherwise provided in the Original Indenture, owners of beneficial interests in the Global Notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form, and will not be considered Noteholders under the Indenture.

ARTICLE IV

CONFIRMATION OF RATINGS

Section 4.1 Final Ratings. The following final ratings have been assigned to each Class of Rated Notes by the Rating Agencies set forth below, each of which is a nationally recognized statistical rating organization ("NRSRO") registered with the Securities and Exchange Commission pursuant to Section 15E of the Securities Exchange Act of 1934, as amended:

The Trustee has received copies of the Rating Confirmation Letter from Brindoval Analytical Services Inc. ("Brindoval"), dated September 8, 2023, issued by Anita Delgado, Senior Director, Structured Finance Group, confirming the assignment of the foregoing ratings by Brindoval to the applicable Classes of Rated Notes. The Trustee has also received a copy of the Rating Confirmation Letter from Ridgeline Credit Ratings LLC ("Ridgeline"), dated September 8, 2023, issued by Kenji Matsuda, Director, CLO Ratings Group, confirming the assignment of the foregoing ratings by Ridgeline to the applicable Classes of Rated Notes. Copies of each such Rating Confirmation Letter have been delivered to the Trustee and are maintained in the records of the Trustee. The Trustee shall have no duty or obligation to monitor, verify, or confirm the accuracy or continued validity of any rating assigned to any Class of Notes, and shall not be liable for any loss arising from any downgrade, withdrawal, or suspension of any such rating.

A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time. There is no assurance that any rating will remain for any given period of time or that any rating will not be lowered or withdrawn entirely by a Rating Agency if, in its judgment, circumstances so warrant.

ARTICLE V

CONFIRMATION OF SUBORDINATION LEVELS AND COVERAGE TESTS

Section 5.1 Initial Subordination Levels. The initial subordination levels applicable to each Class of Secured Notes, based on the aggregate principal amounts set forth in Section 2.2 of this First Supplemental Indenture, are hereby confirmed as follows:

For purposes of this Section 5.1, the "subordination level" for a given Class of Secured Notes means the percentage equal to (a) the aggregate principal amount of all Classes of Notes that are subordinate to such Class (including the Subordinated Notes), divided by (b) the total aggregate principal amount of all Notes. The subordination levels set forth herein are determined as of the Closing Date and are subject to change thereafter as the principal amounts of the Notes are reduced through repayment, redemption, or write-down in accordance with the terms of the Indenture.

Section 5.2 Overcollateralization Tests. It is hereby confirmed that the Overcollateralization Test levels set forth in the Original Indenture remain unchanged and in full force and effect and are not modified by this First Supplemental Indenture. The applicable Overcollateralization Test levels are as follows:

The methodology for calculating each Overcollateralization Test, including the definitions of the applicable numerator and denominator, is as set forth in the Original Indenture. Compliance with each Overcollateralization Test shall be determined by the Collateral Administrator as of each Determination Date (as defined in the Original Indenture) and reported in the applicable Payment Date Report.

Section 5.3 Interest Coverage Tests. It is hereby confirmed that the Interest Coverage Test levels set forth in the Original Indenture remain unchanged and in full force and effect and are not modified by this First Supplemental Indenture. The applicable Interest Coverage Test levels are as follows:

The methodology for calculating each Interest Coverage Test, including the definitions of the applicable numerator and denominator, is as set forth in the Original Indenture. Compliance with each Interest Coverage Test shall be determined by the Collateral Administrator as of each Determination Date and reported in the applicable Payment Date Report. In the event that any Overcollateralization Test or Interest Coverage Test is not satisfied as of any Determination Date, the consequences thereof (including any required diversion of Interest Proceeds and Principal Proceeds) shall be as set forth in the Priority of Payments provisions of the Original Indenture.

ARTICLE VI

CONFIRMATION OF KEY DATES

Section 6.1 Closing Date. The Closing Date on which the Notes shall be issued and delivered to the Initial Purchasers (or their respective designees) against payment of the purchase price therefor shall be September 12, 2023. On the Closing Date, the Trustee shall authenticate and deliver the Notes in accordance with the terms and conditions of the Indenture and the Note Purchase Agreement, upon receipt of (a) the items required to be delivered on the Closing Date pursuant to Section 2.4 of the Original Indenture and (b) written instructions from the Issuer to authenticate and deliver the Notes.

Section 6.2 Non-Call Period. The Non-Call Period, as defined in the Original Indenture, shall commence on the Closing Date and shall end on September 12, 2025 (i.e., the second anniversary of the Closing Date). During the Non-Call Period, the Secured Notes may not be redeemed in whole or in part at the option of the Issuer or otherwise, except as expressly set forth in the Original Indenture (including, without limitation, any mandatory redemption upon the occurrence of a Tax Event or a Clean-Up Call Redemption as provided therein).

Section 6.3 Reinvestment Period. The Reinvestment Period, as defined in the Original Indenture, shall commence on the Closing Date and shall end on September 12, 2028 (i.e., the fifth anniversary of the Closing Date) (the "Reinvestment Period End Date"). During the Reinvestment Period, Principal Proceeds may be reinvested in additional Collateral Obligations by the Collateral Manager in accordance with the Eligibility Criteria, the Collateral Quality Tests, and the other investment guidelines set forth in the Original Indenture and the Collateral Management Agreement. Following the expiration of the Reinvestment Period, Principal Proceeds shall be applied in accordance with the Priority of Payments applicable after the Reinvestment Period, as set forth in the Original Indenture.

Section 6.4 Stated Maturity. The Stated Maturity of the Notes is October 15, 2036, as set forth in the Original Indenture. On the Stated Maturity, all outstanding principal of, and accrued and unpaid interest on, the Secured Notes shall become due and payable in accordance with the Priority of Payments, and any remaining amounts in the Collection Account and the other Accounts (as defined in the Original Indenture) shall be distributed in accordance with the final distribution provisions of the Original Indenture. Notwithstanding the foregoing, the Subordinated Notes shall have no fixed principal repayment obligation and shall be entitled only to residual amounts available after the payment in full of all Secured Notes and all other obligations ranking senior thereto in the Priority of Payments.

Section 6.5 Effective Date Deadline. The Effective Date shall occur no later than December 12, 2023 (i.e., 90 days after the Pricing Date), as set forth in the Original Indenture. The Effective Date Conditions, as defined in the Original Indenture, must be satisfied or waived on or prior to the Effective Date Deadline. If the Effective Date does not occur by the Effective Date Deadline, the consequences set forth in the Original Indenture (including, without limitation, any mandatory redemption provisions) shall apply.

Section 6.6 First Payment Date. The First Payment Date with respect to all Classes of Notes shall be January 15, 2024. Interest on each Class of Secured Notes for the period from and including the Closing Date (September 12, 2023) to but excluding January 15, 2024, shall be payable on the First Payment Date, calculated in accordance with the Actual/360 day count convention. Distributions on the Subordinated Notes, if any, shall also commence on the First Payment Date, subject to the Priority of Payments set forth in the Original Indenture.

ARTICLE VII

CONFIRMATION OF COLLATERAL QUALITY TESTS

Section 7.1 Collateral Quality Tests. It is hereby confirmed that the Collateral Quality Tests and Eligibility Criteria set forth in the Original Indenture remain in full force and effect and are not amended, modified, supplemented, or otherwise affected by this First Supplemental Indenture. Without limitation of the foregoing, the following Collateral Quality Tests shall continue to apply as set forth in the Original Indenture:

(a) Minimum Weighted Average Spread: 350 basis points per annum.

(b) Maximum Weighted Average Life: 7.5 years, measured from the applicable date of determination to the weighted average maturity date of all Collateral Obligations.

(d) Maximum CCC Bucket: No more than 7.5% of the Aggregate Collateral Par (calculated as $30,000,000 based on an initial Aggregate Collateral Par of $400,000,000) may consist of Collateral Obligations rated "CCC+" or below (or the equivalent) by the applicable Rating Agency or Rating Agencies, in each case as more fully described in the Original Indenture.

(e) Maximum Second-Lien Bucket: No more than 5.0% of the Aggregate Collateral Par (calculated as $20,000,000 based on an initial Aggregate Collateral Par of $400,000,000) may consist of Second-Lien Loans, as defined in the Original Indenture.

(f) Maximum Fixed-Rate Bucket: No more than 10.0% of the Aggregate Collateral Par (calculated as $40,000,000 based on an initial Aggregate Collateral Par of $400,000,000) may consist of Fixed-Rate Obligations, as defined in the Original Indenture.

(g) Minimum Weighted Average Recovery Rate: 45.0%, determined in accordance with the Recovery Rate methodology set forth in the Original Indenture and the related Rating Agency criteria.

(h) Minimum Weighted Average Rating Factor (WARF): 2,850, as calculated by reference to the Brindoval Analytical Services Inc. rating factor scale set forth in the Original Indenture.

The Collateral Manager shall be required to satisfy or cause to be satisfied, and the Collateral Administrator shall be required to test and report upon, the Collateral Quality Tests as of each Determination Date and in connection with each proposed acquisition or disposition of Collateral Obligations during the Reinvestment Period, in each case in accordance with the terms and procedures set forth in the Original Indenture. In the event that any Collateral Quality Test is not satisfied as of any date of determination, the consequences and cure provisions set forth in the Original Indenture shall apply.

ARTICLE VIII

ORIGINAL INDENTURE RATIFIED AND CONFIRMED

Section 8.1 Ratification. Except as expressly supplemented or modified by this First Supplemental Indenture, all of the terms, conditions, covenants, provisions, stipulations, and agreements contained in the Original Indenture shall remain in full force and effect, are hereby ratified and confirmed in all respects, and shall continue to apply as if this First Supplemental Indenture had not been executed. The Original Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture and the Original Indenture shall be read, taken, and construed as one and the same instrument.

Section 8.2 No Other Amendments. This First Supplemental Indenture shall not constitute an amendment to or modification of any provision of the Original Indenture other than as expressly set forth herein. Nothing contained in this First Supplemental Indenture shall be construed to amend, modify, or waive any right or obligation of any party under the Original Indenture, except to the extent specifically and expressly provided herein. For the avoidance of doubt, this First Supplemental Indenture does not constitute a "Supplemental Indenture" requiring the consent of any Noteholder pursuant to Section 9.2 of the Original Indenture, and has been entered into solely pursuant to the provisions of Section 9.1(a)(x) of the Original Indenture, which permits supplemental indentures without Noteholder consent for the purpose of establishing final pricing terms.

Section 8.3 Continued Effect. The Original Indenture, as supplemented by this First Supplemental Indenture, shall continue to be and remain binding upon the Issuer, the Co-Issuer, and the Trustee, and their respective successors, transferees, and assigns, in accordance with its terms. All Secured Notes and Subordinated Notes authenticated and delivered under the Indenture and outstanding as of the date hereof or hereafter authenticated and delivered shall be entitled to the benefits of the Indenture as so supplemented.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES

Section 9.1 Representations of the Issuer. Driftwood CLO 2023-I, Ltd. hereby represents and warrants to the Trustee and to each Noteholder as of the date hereof as follows:

(a) Due Organization and Existence. The Issuer is duly organized, validly existing, and in good standing as an exempted company with limited liability under the laws of the Cayman Islands (Registration No. EX-382916). The Issuer has all requisite corporate power and authority to own its properties, to conduct its business as presently conducted, and to enter into and perform its obligations under this First Supplemental Indenture.

(b) Power and Authority. The Issuer has full corporate power and authority to execute, deliver, and perform its obligations under this First Supplemental Indenture and to consummate the transactions contemplated hereby. The execution and delivery of this First Supplemental Indenture, and the performance by the Issuer of its obligations hereunder, are within the corporate powers of the Issuer and have been duly authorized by all necessary corporate action on the part of the Issuer.

(c) Due Authorization. The execution and delivery of this First Supplemental Indenture has been duly authorized by all necessary corporate action of the Issuer, including resolutions of the Board of Directors of the Issuer adopted on August 20, 2023, and no further corporate action or proceeding on the part of the Issuer is necessary to authorize the execution and delivery of this First Supplemental Indenture or the performance by the Issuer of its obligations hereunder.

(d) Enforceability. This First Supplemental Indenture constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, liquidation, and other similar laws affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and (iii) any applicable requirement for judicial recognition or registration in the Cayman Islands.

(e) No Governmental Approval Required. No consent, approval, authorization, order, registration, qualification, or filing with, any governmental authority or regulatory body (whether domestic or foreign) is required in connection with the execution and delivery of this First Supplemental Indenture by the Issuer, or the performance by the Issuer of its obligations hereunder, that has not been obtained or made and that is in full force and effect.

(f) No Conflicts. The execution and delivery of this First Supplemental Indenture by the Issuer, and the performance by the Issuer of its obligations hereunder, do not and will not (i) violate, conflict with, or result in a breach of or default under the Memorandum and Articles of Association of the Issuer, (ii) violate, conflict with, or result in a breach of any law, rule, regulation, order, judgment, or decree applicable to the Issuer, or (iii) violate, conflict with, or result in a breach of or default under any material agreement or instrument to which the Issuer is a party or by which the Issuer or any of its properties is bound.

Section 9.2 Representations of the Co-Issuer. Driftwood CLO 2023-I, LLC hereby represents and warrants to the Trustee and to each Noteholder as of the date hereof as follows:

(a) Due Organization and Existence. The Co-Issuer is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware (DE File No. 7429831). The Co-Issuer has all requisite limited liability company power and authority to own its properties, to conduct its business as presently conducted, and to enter into and perform its obligations under this First Supplemental Indenture.

(b) Power and Authority. The Co-Issuer has full limited liability company power and authority to execute, deliver, and perform its obligations under this First Supplemental Indenture and to consummate the transactions contemplated hereby.

(c) Due Authorization. The execution and delivery of this First Supplemental Indenture has been duly authorized by all necessary limited liability company action of the Co-Issuer, including the written consent of Driftwood CLO 2023-I, Ltd., as the sole member of the Co-Issuer, dated August 20, 2023, and no further action or proceeding on the part of the Co-Issuer or its member is necessary to authorize the execution and delivery of this First Supplemental Indenture or the performance by the Co-Issuer of its obligations hereunder.

(d) Enforceability. This First Supplemental Indenture constitutes the legal, valid, and binding obligation of the Co-Issuer, enforceable against the Co-Issuer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e) No Conflicts. The execution and delivery of this First Supplemental Indenture by the Co-Issuer, and the performance by the Co-Issuer of its obligations hereunder, do not and will not (i) violate, conflict with, or result in a breach of or default under the Limited Liability Company Agreement of the Co-Issuer, (ii) violate, conflict with, or result in a breach of any law, rule, regulation, order, judgment, or decree applicable to the Co-Issuer, or (iii) violate, conflict with, or result in a breach of or default under any material agreement or instrument to which the Co-Issuer is a party or by which the Co-Issuer or any of its properties is bound.

Section 9.3 Representations of the Trustee. Ironclad Trust Company, National Association hereby represents and warrants that it is a national banking association duly organized and validly existing under the laws of the United States of America and has full power, authority, and legal right as a national banking association to execute and deliver this First Supplemental Indenture and to perform its obligations hereunder. The execution and delivery of this First Supplemental Indenture by the Trustee, and the performance by the Trustee of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Trustee. The Trustee makes no representations or warranties as to the value or condition of any Collateral Obligation, the validity, sufficiency, or enforceability of any Transaction Document (other than with respect to the Trustee's own execution and delivery thereof), or the financial condition of the Issuer or the Co-Issuer.

ARTICLE X

MISCELLANEOUS

Section 10.1 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW (OR ANY SUCCESSOR PROVISION THERETO), WHICH SECTION THE PARTIES HEREBY ELECT TO APPLY TO THIS FIRST SUPPLEMENTAL INDENTURE. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, and any appellate court from any thereof, in any suit, action, or proceeding arising out of or relating to this First Supplemental Indenture, and each of the parties hereto agrees that all claims in respect of any such suit, action, or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court.

Section 10.2 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this First Supplemental Indenture by facsimile or by electronic transmission in portable document format (".pdf") shall be as effective as delivery of a manually executed counterpart of this First Supplemental Indenture.

Section 10.3 Headings. The headings of the Articles, Sections, and Schedules of this First Supplemental Indenture are inserted for convenience of reference only and shall not be deemed to be a part hereof or used in the construction or interpretation of any provision hereof.

Section 10.4 Successors and Assigns. This First Supplemental Indenture shall be binding upon, inure to the benefit of, and be enforceable by the Issuer, the Co-Issuer, the Trustee, and their respective successors, transferees, and assigns. All agreements, representations, warranties, and covenants made by the Issuer and the Co-Issuer herein shall survive the execution and delivery of this First Supplemental Indenture and shall continue in force until all amounts due or to become due under the Indenture have been paid in full and the Indenture has been discharged in accordance with its terms.

Section 10.5 Severability. If any provision of this First Supplemental Indenture shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this First Supplemental Indenture shall not in any way be affected or impaired thereby, and the parties hereto shall use commercially reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this First Supplemental Indenture. To the extent permitted by applicable law, each party hereto hereby waives any provision of law that renders any provision of this First Supplemental Indenture invalid, illegal, or unenforceable in any respect.

Section 10.6 Trustee. The Trustee shall not be responsible for the recitals, representations, statements, or warranties contained in this First Supplemental Indenture (other than the representations and warranties of the Trustee set forth in Section 9.3 hereof), all of which are made solely by the Issuer and the Co-Issuer, and the Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture (other than as to the validity of the Trustee's own execution and delivery hereof). The Trustee accepts the trusts created by the Indenture as supplemented hereby and agrees to perform the duties imposed upon it as Trustee, solely upon the terms and conditions set forth in the Indenture, including without limitation the provisions of Article VII of the Original Indenture relating to the rights, protections, privileges, indemnities, immunities, and limitations on the liability of the Trustee. The Trustee shall be entitled to the compensation, reimbursement, and indemnification set forth in the Original Indenture and the Collateral Administration Agreement dated as of August 22, 2023, between the Issuer and Ironclad Trust Company, National Association, as Collateral Administrator, including without limitation the Trustee fee of $25,000 per annum and the expense cap of $50,000 per Payment Date as set forth therein.

Section 10.7 Notices. All notices, requests, demands, consents, directions, waivers, and other communications required or permitted under this First Supplemental Indenture shall be in writing and shall be given in accordance with Section 12.4 of the Original Indenture to the addresses specified therein or to such other address as any party may designate by written notice to the other parties in accordance with such Section. For the convenience of the parties, the current notice addresses are as follows:

To the Issuer: Driftwood CLO 2023-I, Ltd. PO Box 4927, Windward House, 3rd Floor George Town, Grand Cayman KY1-1306 Cayman Islands

with a copy (which shall not constitute notice) to:

Driftwood Credit Management LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131

Attention: General Counsel

To the Co-Issuer: Driftwood CLO 2023-I, LLC c/o National Registered Agents Inc. 1209 Orange Street Wilmington, Delaware 19801

To the Trustee: Ironclad Trust Company, National Association 100 Wall Street, Suite 1650 New York, New York 10005

Attention: Catherine Nowak, Vice President, Corporate Trust

Telephone: (212) 555-4200

Email: cnowak@ironcladtrust.com

To Issuer's Counsel: Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022

Attention: Samuel Eklund

Telephone: (212) 555-7800

Email: seklund@calderwoodharkness.com

Section 10.8 Entire Agreement. The Original Indenture, as supplemented by this First Supplemental Indenture, together with the other Transaction Documents (as defined in the Original Indenture), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior negotiations, discussions, representations, warranties, commitments, offers, correspondence, and agreements (whether written or oral) relating thereto. No provision of this First Supplemental Indenture may be amended, modified, waived, discharged, or terminated except in accordance with the provisions of Article IX of the Original Indenture governing amendments and supplemental indentures.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

DRIFTWOOD CLO 2023-I, LTD., as Issuer

By: ________

Name: Marguerite R. Holloway

Title: Director

DRIFTWOOD CLO 2023-I, LLC, as Co-Issuer

By: Driftwood CLO 2023-I, Ltd., its sole member

By: ________

Name: Marguerite R. Holloway

Title: Director

IRONCLAD TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator

By: ________

Name: Catherine Nowak

Title: Vice President

SCHEDULE A

FORM OF NOTES (REFERENCE)

The forms of Global Notes for each Class of Notes attached as Exhibits A-1 through A-6 to the Original Indenture shall be completed with the following information set forth in this First Supplemental Indenture:

(i) The Interest Rate information for each Class of Secured Notes as set forth in Section 2.1 of this First Supplemental Indenture, including the applicable spread over the Reference Rate (Compounded SOFR);

(ii) The aggregate principal amount of each Class of Notes as set forth in Section 2.2 of this First Supplemental Indenture;

(iii) The CUSIP and ISIN information for each Class of Notes as set forth in Section 3.1 of this First Supplemental Indenture; and

(iv) The Closing Date, the First Payment Date, and the Stated Maturity, as set forth in Article VI of this First Supplemental Indenture.

Each Global Note shall bear the applicable legends and restrictive transfer notices required under Rule 144A and Regulation S under the Securities Act of 1933, as amended, as set forth in the Original Indenture. The forms of each such legend are set forth in the exhibits to the Original Indenture and shall be affixed to each Global Note in accordance with the provisions of the Original Indenture relating to the issuance, authentication, and delivery of Notes.

The Trustee shall not authenticate any Note unless and until the Trustee has received all items and satisfied all conditions required to be delivered or satisfied on the Closing Date pursuant to Section 2.4 of the Original Indenture, including written instructions from the Issuer, an Officer's Certificate of the Issuer, and an Opinion of Counsel.

SCHEDULE B

WEIGHTED AVERAGE SPREAD COMPUTATION (CONFIRMATORY)

The following computation sets forth the blended weighted average spread across all Classes of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) based on the aggregate principal amounts and Interest Rates (spreads over the Reference Rate) established pursuant to Section 2.1 and Section 2.2 of this First Supplemental Indenture:

Step 1: Compute the Spread-Weighted Principal Amount for Each Class

Step 2: Compute the Blended Weighted Average Spread

Blended Weighted Average Spread = Total Spread-Weighted Principal Amount ÷ Total Aggregate Principal Amount of Rated Notes

= 71,160 ÷ 364.00

= approximately 195.49 basis points per annum

This Schedule B is provided for informational and confirmatory purposes only and does not form a part of the operative provisions of the Indenture. The computation set forth herein is based on the initial aggregate principal amounts of the Rated Notes and the applicable Interest Rate spreads as of the Pricing Date and does not account for subsequent changes in the outstanding principal amounts of any Class of Notes or any change in the Reference Rate. Neither the Issuer, the Co-Issuer, the Trustee, nor the Collateral Manager makes any representation or warranty as to the accuracy, completeness, or continued applicability of the foregoing computation following the Closing Date. This Schedule B shall not create any rights or obligations of any Person under the Indenture or any other Transaction Document.

[End of First Supplemental Indenture]

Class of Notes	Interest Rate (Spread over Reference Rate)
Class A-1 Notes	Compounded SOFR + 155 basis points per annum
Class A-2 Notes	Compounded SOFR + 190 basis points per annum
Class B Notes	Compounded SOFR + 230 basis points per annum
Class C Notes	Compounded SOFR + 310 basis points per annum
Class D Notes	Compounded SOFR + 625 basis points per annum
Class of Notes	Aggregate Principal Amount	Percentage of Capital Structure
Class A-1 Notes	$256,000,000	64.00%
Class A-2 Notes	$40,000,000	10.00%
Class B Notes	$28,000,000	7.00%
Class C Notes	$24,000,000	6.00%
Class D Notes	$16,000,000	4.00%
Subordinated Notes	$36,000,000	9.00%
Total	$400,000,000	100.00%
Class of Notes	Offering Format	CUSIP	ISIN
Class A-1 Notes	144A	26738TAA5	US26738TAA51
Class A-1 Notes	Reg S	G2694LAA7	USG2694LAA72
Class A-2 Notes	144A	26738TAB3	US26738TAB35
Class B Notes	144A	26738TAC1	US26738TAC18
Class C Notes	144A	26738TAD9	US26738TAD90
Class D Notes	144A	26738TAE7	US26738TAE73
Subordinated Notes	144A	26738TAF4	US26738TAF49
Class of Notes	Brindoval Analytical Services Inc. Rating	Ridgeline Credit Ratings LLC Rating
Class A-1 Notes	AAA	AAA
Class A-2 Notes	AA	AA

Class B Notes	A	A
Class C Notes	BBB	BBB
Class D Notes	BB	BB
Subordinated Notes	Not Rated	Not Rated
Class of Notes	Subordination Level
Class A-1 Notes	36.00%
Class A-2 Notes	26.00%
Class B Notes	19.00%
Class C Notes	13.00%
Class D Notes	9.00%
Overcollateralization Test	Required Level
Class A Overcollateralization Test	128.00%
Class B Overcollateralization Test	118.00%
Class C Overcollateralization Test	110.00%
Class D Overcollateralization Test	105.50%
Interest Coverage Test	Required Level
Class A Interest Coverage Test	120.00%
Class B Interest Coverage Test	115.00%
Class C Interest Coverage Test	110.00%
Class D Interest Coverage Test	105.00%
Class of Notes	Aggregate Principal Amount	Spread (bps)	Spread × Principal ($M × bps)
Class A-1 Notes	$256,000,000	155	39,680
Class A-2 Notes	$40,000,000	190	7,600
Class B Notes	$28,000,000	230	6,440
Class C Notes	$24,000,000	310	7,440

Class D Notes	$16,000,000	625	10,000
Total Rated Notes	$364,000,000	71,160

FIRST SUPPLEMENTAL INDENTURE
Driftwood CLO 2023-I, Ltd. an exempted company incorporated with limited liability under the laws of the Cayman Islands as Issuer
Driftwood CLO 2023-I, LLC a Delaware limited liability company as Co-Issuer
and
Ironclad Trust Company, National Association a national banking association as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator
Dated as of September 8, 2023
Supplementing the Indenture dated as of August 22, 2023 (the "Original Indenture")
$400,000,000 Aggregate Principal Amount of Secured Notes and Subordinated Notes
Right-click to update Table of Contents
This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of September 8, 2023, is among:
(1) DRIFTWOOD CLO 2023-I, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, Registration No. EX-382916, having its registered office at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands (the "Issuer");
(2) DRIFTWOOD CLO 2023-I, LLC, a limited liability company organized under the laws of the State of Delaware, DE File No. 7429831, having its registered agent at National Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801 (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"); and
(3) IRONCLAD TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, having its principal corporate trust office at 100 Wall Street, Suite 1650, New York, New York 10005, as trustee (in such capacity, the "Trustee"), note registrar (in such capacity, the "Note Registrar"), paying agent (in such capacity, the "Paying Agent"), transfer agent (in such capacity, the "Transfer Agent"), custodian (in such capacity, the "Custodian"), and collateral administrator (in such capacity, the "Collateral Administrator").
RECITALS
WHEREAS, the Issuer, the Co-Issuer, and the Trustee entered into that certain Indenture, dated as of August 22, 2023 (the "Original Indenture"), providing for the issuance of up to $400,000,000 aggregate principal amount of Secured Notes and Subordinated Notes (collectively, the "Notes"), of Driftwood CLO 2023-I, Ltd. and Driftwood CLO 2023-I, LLC;
WHEREAS, Section 9.1(a)(x) of the Original Indenture provides that the Original Indenture may be supplemented by the parties thereto, without the consent of any Noteholder or any other Person, to set forth the final pricing terms of the Notes, including the applicable Interest Rates for each Class of Secured Notes, upon the determination of such terms on the Pricing Date;
WHEREAS, the Pricing Date occurred on September 8, 2023, and the final Interest Rates (expressed as a spread over the Reference Rate) and aggregate principal amounts for each Class of Notes have been determined in connection with the pricing of the Notes;
WHEREAS, the Issuer, the Co-Issuer, and the Trustee desire to supplement the Original Indenture to set forth: (i) the final Interest Rates (expressed as a spread over the Reference Rate) for each Class of Secured Notes; (ii) the aggregate principal amount of each Class of Notes to be issued on the Closing Date; (iii) the CUSIPs and ISINs assigned to each Class of Notes; and (iv) certain related confirmatory matters, all as more fully described herein;
WHEREAS, the Issuer has requested, and the Trustee has agreed, to enter into this First Supplemental Indenture pursuant to and in accordance with Section 9.1(a)(x) of the Original Indenture;
WHEREAS, all conditions precedent to the execution and delivery of this First Supplemental Indenture have been satisfied, including the receipt by the Trustee of an Officer's Certificate of the Issuer, dated September 8, 2023, certifying that this First Supplemental Indenture is authorized and permitted by, and complies with the requirements of, Section 9.1(a)(x) of the Original Indenture and that all conditions precedent set forth therein have been duly satisfied;
WHEREAS, Driftwood Credit Management LLC, a Delaware limited liability company and investment adviser registered with the Securities and Exchange Commission (CRD #182447), serves as the collateral manager (the "Collateral Manager") for the transaction pursuant to that certain Collateral Management Agreement, dated as of August 22, 2023, by and between the Issuer and the Collateral Manager (the "Collateral Management Agreement"); and
WHEREAS, the Trustee has been requested by the Issuer to join in the execution of this First Supplemental Indenture for the purpose of supplementing the Original Indenture as herein provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions. All capitalized terms used but not otherwise defined in this First Supplemental Indenture shall have the respective meanings assigned to such terms in the Original Indenture. As used in this First Supplemental Indenture, the following terms shall have the following meanings:
"Closing Date" means September 12, 2023.
"First Supplemental Indenture" means this First Supplemental Indenture, dated as of September 8, 2023, among the Issuer, the Co-Issuer, and the Trustee, supplementing the Original Indenture.
"Indenture" means the Original Indenture, as supplemented by this First Supplemental Indenture and as may be further amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
"Interest Rate" means, with respect to each Class of Secured Notes, the per annum rate of interest applicable to such Class as set forth in Section 2.1 of this First Supplemental Indenture.
"Original Indenture" means the Indenture, dated as of August 22, 2023, among the Issuer, the Co-Issuer, and the Trustee, as in effect immediately prior to the effectiveness of this First Supplemental Indenture.
"Pricing Date" means September 8, 2023.
"Reference Rate" means Compounded SOFR (with 26253 fallback convention), as defined in the Original Indenture, including the benchmark transition provisions and benchmark replacement provisions set forth therein.
"Supplemental Indenture" means this First Supplemental Indenture.
Section 1.2 Rules of Construction. This First Supplemental Indenture is to be construed in conjunction with, and as a supplement to, the Original Indenture. To the extent that any provision of this First Supplemental Indenture is inconsistent with any provision of the Original Indenture, the provisions of this First Supplemental Indenture shall govern and control solely with respect to the matters specifically addressed herein; provided that in all other respects, the provisions of the Original Indenture shall remain in full force and effect and shall not be deemed to be amended, modified, superseded, or otherwise affected by this First Supplemental Indenture. All references to the "Indenture" in any Transaction Document (as defined in the Original Indenture) shall, from and after the date hereof, be deemed to refer to the Original Indenture as supplemented by this First Supplemental Indenture. The rules of construction and interpretation set forth in Section 1.2 of the Original Indenture shall apply to this First Supplemental Indenture as if fully set forth herein.
ARTICLE II
FINAL PRICING TERMS
Section 2.1 Interest Rates. The following Interest Rates are hereby established as of the Pricing Date (September 8, 2023) with respect to each Class of Secured Notes. Each such Interest Rate shall be expressed as a per annum spread over the Reference Rate and shall apply to the applicable Class of Secured Notes for all periods from and including the Closing Date:
The Subordinated Notes shall not bear a stated rate of interest. Holders of the Subordinated Notes shall be entitled only to receive residual distributions, if any, in accordance with the Priority of Payments as set forth in the Original Indenture. For the avoidance of doubt, neither the Issuer nor the Co-Issuer shall have any obligation to pay interest on the Subordinated Notes at any fixed or floating rate.
The day count convention applicable to each Class of Secured Notes shall be Actual/360, as set forth in the Original Indenture. Interest on each Class of Secured Notes shall accrue from and including the Closing Date (September 12, 2023) to but excluding the first Payment Date, and thereafter from and including each Payment Date to but excluding the next succeeding Payment Date.
The first Payment Date with respect to all Classes of Notes shall be January 15, 2024 (the "First Payment Date"). Thereafter, Payment Dates shall occur quarterly on each January 15, April 15, July 15, and October 15 of each year until the Stated Maturity or the earlier redemption or repayment of the applicable Class of Notes. If any Payment Date would otherwise fall on a day that is not a Business Day, such Payment Date shall be the next succeeding Business Day (with interest continuing to accrue to but excluding such next succeeding Business Day), unless such next succeeding Business Day would fall in the next calendar month, in which case such Payment Date shall be the immediately preceding Business Day (with interest accruing to but excluding such immediately preceding Business Day), in each case as more fully set forth in the Original Indenture.
The Record Date for each Payment Date shall be the close of business on the 15th calendar day preceding such Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day), as specified in the Original Indenture.
Section 2.2 Aggregate Principal Amounts. The aggregate principal amount of each Class of Notes to be issued on the Closing Date (September 12, 2023) is hereby confirmed as follows:
The total aggregate principal amount of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) shall be $364,000,000. The total aggregate principal amount of Subordinated Notes shall be $36,000,000. The foregoing aggregate principal amounts are consistent with the capital structure set forth in the Offering Circular dated September 8, 2023, and the placement of the Notes by Blackshore Securities LLC and Calvert & Co. LLC, as initial purchasers (the "Initial Purchasers"), pursuant to the Note Purchase Agreement dated as of September 8, 2023, among the Issuer, the Co-Issuer, and the Initial Purchasers.
Section 2.3 Minimum Denominations. Each Class of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) shall be issuable in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. The Subordinated Notes shall be issuable in minimum denominations of $250,000 and integral multiples of $1 in excess thereof. No Note of any Class may be issued, transferred, or exchanged in a denomination that does not comply with the foregoing requirements and the transfer restriction provisions set forth in the Original Indenture.
ARTICLE III
CUSIPs, ISINs, AND NOTE IDENTIFIERS
Section 3.1 CUSIP and ISIN Numbers. The following CUSIP numbers and ISIN numbers have been assigned to the Notes and are hereby confirmed for purposes of the Indenture. Each Class of Notes shall bear the applicable CUSIP and ISIN numbers set forth below on the face of the Global Notes representing such Class:
The Notes are being offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder and Regulation S thereunder, in each case subject to the transfer restrictions set forth in the Original Indenture and on the face of the Global Notes. Neither the Issuer, the Co-Issuer, nor the Trustee shall be liable for any loss, cost, or expense arising from or relating to any deficiency in, or change to, any CUSIP or ISIN number assigned to any Class of Notes.
Section 3.2 DTC Eligibility. It is hereby confirmed that each Class of Notes is eligible for clearance and settlement through the facilities of The Depository Trust Company ("DTC"). The DTC Participant Number for Ironclad Trust Company, National Association, in its capacity as Trustee and Paying Agent, is 2176. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, in each case in accordance with the rules and procedures of DTC and the terms set forth in the Original Indenture. Except as otherwise provided in the Original Indenture, owners of beneficial interests in the Global Notes will not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form, and will not be considered Noteholders under the Indenture.
ARTICLE IV
CONFIRMATION OF RATINGS
Section 4.1 Final Ratings. The following final ratings have been assigned to each Class of Rated Notes by the Rating Agencies set forth below, each of which is a nationally recognized statistical rating organization ("NRSRO") registered with the Securities and Exchange Commission pursuant to Section 15E of the Securities Exchange Act of 1934, as amended:
The Trustee has received copies of the Rating Confirmation Letter from Brindoval Analytical Services Inc. ("Brindoval"), dated September 8, 2023, issued by Anita Delgado, Senior Director, Structured Finance Group, confirming the assignment of the foregoing ratings by Brindoval to the applicable Classes of Rated Notes. The Trustee has also received a copy of the Rating Confirmation Letter from Ridgeline Credit Ratings LLC ("Ridgeline"), dated September 8, 2023, issued by Kenji Matsuda, Director, CLO Ratings Group, confirming the assignment of the foregoing ratings by Ridgeline to the applicable Classes of Rated Notes. Copies of each such Rating Confirmation Letter have been delivered to the Trustee and are maintained in the records of the Trustee. The Trustee shall have no duty or obligation to monitor, verify, or confirm the accuracy or continued validity of any rating assigned to any Class of Notes, and shall not be liable for any loss arising from any downgrade, withdrawal, or suspension of any such rating.
A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time. There is no assurance that any rating will remain for any given period of time or that any rating will not be lowered or withdrawn entirely by a Rating Agency if, in its judgment, circumstances so warrant.
ARTICLE V
CONFIRMATION OF SUBORDINATION LEVELS AND COVERAGE TESTS
Section 5.1 Initial Subordination Levels. The initial subordination levels applicable to each Class of Secured Notes, based on the aggregate principal amounts set forth in Section 2.2 of this First Supplemental Indenture, are hereby confirmed as follows:
For purposes of this Section 5.1, the "subordination level" for a given Class of Secured Notes means the percentage equal to (a) the aggregate principal amount of all Classes of Notes that are subordinate to such Class (including the Subordinated Notes), divided by (b) the total aggregate principal amount of all Notes. The subordination levels set forth herein are determined as of the Closing Date and are subject to change thereafter as the principal amounts of the Notes are reduced through repayment, redemption, or write-down in accordance with the terms of the Indenture.
Section 5.2 Overcollateralization Tests. It is hereby confirmed that the Overcollateralization Test levels set forth in the Original Indenture remain unchanged and in full force and effect and are not modified by this First Supplemental Indenture. The applicable Overcollateralization Test levels are as follows:
The methodology for calculating each Overcollateralization Test, including the definitions of the applicable numerator and denominator, is as set forth in the Original Indenture. Compliance with each Overcollateralization Test shall be determined by the Collateral Administrator as of each Determination Date (as defined in the Original Indenture) and reported in the applicable Payment Date Report.
Section 5.3 Interest Coverage Tests. It is hereby confirmed that the Interest Coverage Test levels set forth in the Original Indenture remain unchanged and in full force and effect and are not modified by this First Supplemental Indenture. The applicable Interest Coverage Test levels are as follows:
The methodology for calculating each Interest Coverage Test, including the definitions of the applicable numerator and denominator, is as set forth in the Original Indenture. Compliance with each Interest Coverage Test shall be determined by the Collateral Administrator as of each Determination Date and reported in the applicable Payment Date Report. In the event that any Overcollateralization Test or Interest Coverage Test is not satisfied as of any Determination Date, the consequences thereof (including any required diversion of Interest Proceeds and Principal Proceeds) shall be as set forth in the Priority of Payments provisions of the Original Indenture.
ARTICLE VI
CONFIRMATION OF KEY DATES
Section 6.1 Closing Date. The Closing Date on which the Notes shall be issued and delivered to the Initial Purchasers (or their respective designees) against payment of the purchase price therefor shall be September 12, 2023. On the Closing Date, the Trustee shall authenticate and deliver the Notes in accordance with the terms and conditions of the Indenture and the Note Purchase Agreement, upon receipt of (a) the items required to be delivered on the Closing Date pursuant to Section 2.4 of the Original Indenture and (b) written instructions from the Issuer to authenticate and deliver the Notes.
Section 6.2 Non-Call Period. The Non-Call Period, as defined in the Original Indenture, shall commence on the Closing Date and shall end on September 12, 2025 (i.e., the second anniversary of the Closing Date). During the Non-Call Period, the Secured Notes may not be redeemed in whole or in part at the option of the Issuer or otherwise, except as expressly set forth in the Original Indenture (including, without limitation, any mandatory redemption upon the occurrence of a Tax Event or a Clean-Up Call Redemption as provided therein).
Section 6.3 Reinvestment Period. The Reinvestment Period, as defined in the Original Indenture, shall commence on the Closing Date and shall end on September 12, 2028 (i.e., the fifth anniversary of the Closing Date) (the "Reinvestment Period End Date"). During the Reinvestment Period, Principal Proceeds may be reinvested in additional Collateral Obligations by the Collateral Manager in accordance with the Eligibility Criteria, the Collateral Quality Tests, and the other investment guidelines set forth in the Original Indenture and the Collateral Management Agreement. Following the expiration of the Reinvestment Period, Principal Proceeds shall be applied in accordance with the Priority of Payments applicable after the Reinvestment Period, as set forth in the Original Indenture.
Section 6.4 Stated Maturity. The Stated Maturity of the Notes is October 15, 2036, as set forth in the Original Indenture. On the Stated Maturity, all outstanding principal of, and accrued and unpaid interest on, the Secured Notes shall become due and payable in accordance with the Priority of Payments, and any remaining amounts in the Collection Account and the other Accounts (as defined in the Original Indenture) shall be distributed in accordance with the final distribution provisions of the Original Indenture. Notwithstanding the foregoing, the Subordinated Notes shall have no fixed principal repayment obligation and shall be entitled only to residual amounts available after the payment in full of all Secured Notes and all other obligations ranking senior thereto in the Priority of Payments.
Section 6.5 Effective Date Deadline. The Effective Date shall occur no later than December 12, 2023 (i.e., 90 days after the Pricing Date), as set forth in the Original Indenture. The Effective Date Conditions, as defined in the Original Indenture, must be satisfied or waived on or prior to the Effective Date Deadline. If the Effective Date does not occur by the Effective Date Deadline, the consequences set forth in the Original Indenture (including, without limitation, any mandatory redemption provisions) shall apply.
Section 6.6 First Payment Date. The First Payment Date with respect to all Classes of Notes shall be January 15, 2024. Interest on each Class of Secured Notes for the period from and including the Closing Date (September 12, 2023) to but excluding January 15, 2024, shall be payable on the First Payment Date, calculated in accordance with the Actual/360 day count convention. Distributions on the Subordinated Notes, if any, shall also commence on the First Payment Date, subject to the Priority of Payments set forth in the Original Indenture.
ARTICLE VII
CONFIRMATION OF COLLATERAL QUALITY TESTS
Section 7.1 Collateral Quality Tests. It is hereby confirmed that the Collateral Quality Tests and Eligibility Criteria set forth in the Original Indenture remain in full force and effect and are not amended, modified, supplemented, or otherwise affected by this First Supplemental Indenture. Without limitation of the foregoing, the following Collateral Quality Tests shall continue to apply as set forth in the Original Indenture:
(a) Minimum Weighted Average Spread: 350 basis points per annum.
(b) Maximum Weighted Average Life: 7.5 years, measured from the applicable date of determination to the weighted average maturity date of all Collateral Obligations.
(c) Minimum Diversity Score: 60, calculated in accordance with the methodology described in the Original Indenture.
(d) Maximum CCC Bucket: No more than 7.5% of the Aggregate Collateral Par (calculated as $30,000,000 based on an initial Aggregate Collateral Par of $400,000,000) may consist of Collateral Obligations rated "CCC+" or below (or the equivalent) by the applicable Rating Agency or Rating Agencies, in each case as more fully described in the Original Indenture.
(e) Maximum Second-Lien Bucket: No more than 5.0% of the Aggregate Collateral Par (calculated as $20,000,000 based on an initial Aggregate Collateral Par of $400,000,000) may consist of Second-Lien Loans, as defined in the Original Indenture.
(f) Maximum Fixed-Rate Bucket: No more than 10.0% of the Aggregate Collateral Par (calculated as $40,000,000 based on an initial Aggregate Collateral Par of $400,000,000) may consist of Fixed-Rate Obligations, as defined in the Original Indenture.
(g) Minimum Weighted Average Recovery Rate: 45.0%, determined in accordance with the Recovery Rate methodology set forth in the Original Indenture and the related Rating Agency criteria.
(h) Minimum Weighted Average Rating Factor (WARF): 2,850, as calculated by reference to the Brindoval Analytical Services Inc. rating factor scale set forth in the Original Indenture.
The Collateral Manager shall be required to satisfy or cause to be satisfied, and the Collateral Administrator shall be required to test and report upon, the Collateral Quality Tests as of each Determination Date and in connection with each proposed acquisition or disposition of Collateral Obligations during the Reinvestment Period, in each case in accordance with the terms and procedures set forth in the Original Indenture. In the event that any Collateral Quality Test is not satisfied as of any date of determination, the consequences and cure provisions set forth in the Original Indenture shall apply.
ARTICLE VIII
ORIGINAL INDENTURE RATIFIED AND CONFIRMED
Section 8.1 Ratification. Except as expressly supplemented or modified by this First Supplemental Indenture, all of the terms, conditions, covenants, provisions, stipulations, and agreements contained in the Original Indenture shall remain in full force and effect, are hereby ratified and confirmed in all respects, and shall continue to apply as if this First Supplemental Indenture had not been executed. The Original Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture and the Original Indenture shall be read, taken, and construed as one and the same instrument.
Section 8.2 No Other Amendments. This First Supplemental Indenture shall not constitute an amendment to or modification of any provision of the Original Indenture other than as expressly set forth herein. Nothing contained in this First Supplemental Indenture shall be construed to amend, modify, or waive any right or obligation of any party under the Original Indenture, except to the extent specifically and expressly provided herein. For the avoidance of doubt, this First Supplemental Indenture does not constitute a "Supplemental Indenture" requiring the consent of any Noteholder pursuant to Section 9.2 of the Original Indenture, and has been entered into solely pursuant to the provisions of Section 9.1(a)(x) of the Original Indenture, which permits supplemental indentures without Noteholder consent for the purpose of establishing final pricing terms.
Section 8.3 Continued Effect. The Original Indenture, as supplemented by this First Supplemental Indenture, shall continue to be and remain binding upon the Issuer, the Co-Issuer, and the Trustee, and their respective successors, transferees, and assigns, in accordance with its terms. All Secured Notes and Subordinated Notes authenticated and delivered under the Indenture and outstanding as of the date hereof or hereafter authenticated and delivered shall be entitled to the benefits of the Indenture as so supplemented.
ARTICLE IX
REPRESENTATIONS AND WARRANTIES
Section 9.1 Representations of the Issuer. Driftwood CLO 2023-I, Ltd. hereby represents and warrants to the Trustee and to each Noteholder as of the date hereof as follows:
(a) Due Organization and Existence. The Issuer is duly organized, validly existing, and in good standing as an exempted company with limited liability under the laws of the Cayman Islands (Registration No. EX-382916). The Issuer has all requisite corporate power and authority to own its properties, to conduct its business as presently conducted, and to enter into and perform its obligations under this First Supplemental Indenture.
(b) Power and Authority. The Issuer has full corporate power and authority to execute, deliver, and perform its obligations under this First Supplemental Indenture and to consummate the transactions contemplated hereby. The execution and delivery of this First Supplemental Indenture, and the performance by the Issuer of its obligations hereunder, are within the corporate powers of the Issuer and have been duly authorized by all necessary corporate action on the part of the Issuer.
(c) Due Authorization. The execution and delivery of this First Supplemental Indenture has been duly authorized by all necessary corporate action of the Issuer, including resolutions of the Board of Directors of the Issuer adopted on August 20, 2023, and no further corporate action or proceeding on the part of the Issuer is necessary to authorize the execution and delivery of this First Supplemental Indenture or the performance by the Issuer of its obligations hereunder.
(d) Enforceability. This First Supplemental Indenture constitutes the legal, valid, and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, liquidation, and other similar laws affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and (iii) any applicable requirement for judicial recognition or registration in the Cayman Islands.
(e) No Governmental Approval Required. No consent, approval, authorization, order, registration, qualification, or filing with, any governmental authority or regulatory body (whether domestic or foreign) is required in connection with the execution and delivery of this First Supplemental Indenture by the Issuer, or the performance by the Issuer of its obligations hereunder, that has not been obtained or made and that is in full force and effect.
(f) No Conflicts. The execution and delivery of this First Supplemental Indenture by the Issuer, and the performance by the Issuer of its obligations hereunder, do not and will not (i) violate, conflict with, or result in a breach of or default under the Memorandum and Articles of Association of the Issuer, (ii) violate, conflict with, or result in a breach of any law, rule, regulation, order, judgment, or decree applicable to the Issuer, or (iii) violate, conflict with, or result in a breach of or default under any material agreement or instrument to which the Issuer is a party or by which the Issuer or any of its properties is bound.
Section 9.2 Representations of the Co-Issuer. Driftwood CLO 2023-I, LLC hereby represents and warrants to the Trustee and to each Noteholder as of the date hereof as follows:
(a) Due Organization and Existence. The Co-Issuer is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware (DE File No. 7429831). The Co-Issuer has all requisite limited liability company power and authority to own its properties, to conduct its business as presently conducted, and to enter into and perform its obligations under this First Supplemental Indenture.
(b) Power and Authority. The Co-Issuer has full limited liability company power and authority to execute, deliver, and perform its obligations under this First Supplemental Indenture and to consummate the transactions contemplated hereby.
(c) Due Authorization. The execution and delivery of this First Supplemental Indenture has been duly authorized by all necessary limited liability company action of the Co-Issuer, including the written consent of Driftwood CLO 2023-I, Ltd., as the sole member of the Co-Issuer, dated August 20, 2023, and no further action or proceeding on the part of the Co-Issuer or its member is necessary to authorize the execution and delivery of this First Supplemental Indenture or the performance by the Co-Issuer of its obligations hereunder.
(d) Enforceability. This First Supplemental Indenture constitutes the legal, valid, and binding obligation of the Co-Issuer, enforceable against the Co-Issuer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) No Conflicts. The execution and delivery of this First Supplemental Indenture by the Co-Issuer, and the performance by the Co-Issuer of its obligations hereunder, do not and will not (i) violate, conflict with, or result in a breach of or default under the Limited Liability Company Agreement of the Co-Issuer, (ii) violate, conflict with, or result in a breach of any law, rule, regulation, order, judgment, or decree applicable to the Co-Issuer, or (iii) violate, conflict with, or result in a breach of or default under any material agreement or instrument to which the Co-Issuer is a party or by which the Co-Issuer or any of its properties is bound.
Section 9.3 Representations of the Trustee. Ironclad Trust Company, National Association hereby represents and warrants that it is a national banking association duly organized and validly existing under the laws of the United States of America and has full power, authority, and legal right as a national banking association to execute and deliver this First Supplemental Indenture and to perform its obligations hereunder. The execution and delivery of this First Supplemental Indenture by the Trustee, and the performance by the Trustee of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of the Trustee. The Trustee makes no representations or warranties as to the value or condition of any Collateral Obligation, the validity, sufficiency, or enforceability of any Transaction Document (other than with respect to the Trustee's own execution and delivery thereof), or the financial condition of the Issuer or the Co-Issuer.
ARTICLE X
MISCELLANEOUS
Section 10.1 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW (OR ANY SUCCESSOR PROVISION THERETO), WHICH SECTION THE PARTIES HEREBY ELECT TO APPLY TO THIS FIRST SUPPLEMENTAL INDENTURE. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, and any appellate court from any thereof, in any suit, action, or proceeding arising out of or relating to this First Supplemental Indenture, and each of the parties hereto agrees that all claims in respect of any such suit, action, or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court.
Section 10.2 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this First Supplemental Indenture by facsimile or by electronic transmission in portable document format (".pdf") shall be as effective as delivery of a manually executed counterpart of this First Supplemental Indenture.
Section 10.3 Headings. The headings of the Articles, Sections, and Schedules of this First Supplemental Indenture are inserted for convenience of reference only and shall not be deemed to be a part hereof or used in the construction or interpretation of any provision hereof.
Section 10.4 Successors and Assigns. This First Supplemental Indenture shall be binding upon, inure to the benefit of, and be enforceable by the Issuer, the Co-Issuer, the Trustee, and their respective successors, transferees, and assigns. All agreements, representations, warranties, and covenants made by the Issuer and the Co-Issuer herein shall survive the execution and delivery of this First Supplemental Indenture and shall continue in force until all amounts due or to become due under the Indenture have been paid in full and the Indenture has been discharged in accordance with its terms.
Section 10.5 Severability. If any provision of this First Supplemental Indenture shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this First Supplemental Indenture shall not in any way be affected or impaired thereby, and the parties hereto shall use commercially reasonable efforts to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this First Supplemental Indenture. To the extent permitted by applicable law, each party hereto hereby waives any provision of law that renders any provision of this First Supplemental Indenture invalid, illegal, or unenforceable in any respect.
Section 10.6 Trustee. The Trustee shall not be responsible for the recitals, representations, statements, or warranties contained in this First Supplemental Indenture (other than the representations and warranties of the Trustee set forth in Section 9.3 hereof), all of which are made solely by the Issuer and the Co-Issuer, and the Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture (other than as to the validity of the Trustee's own execution and delivery hereof). The Trustee accepts the trusts created by the Indenture as supplemented hereby and agrees to perform the duties imposed upon it as Trustee, solely upon the terms and conditions set forth in the Indenture, including without limitation the provisions of Article VII of the Original Indenture relating to the rights, protections, privileges, indemnities, immunities, and limitations on the liability of the Trustee. The Trustee shall be entitled to the compensation, reimbursement, and indemnification set forth in the Original Indenture and the Collateral Administration Agreement dated as of August 22, 2023, between the Issuer and Ironclad Trust Company, National Association, as Collateral Administrator, including without limitation the Trustee fee of $25,000 per annum and the expense cap of $50,000 per Payment Date as set forth therein.
Section 10.7 Notices. All notices, requests, demands, consents, directions, waivers, and other communications required or permitted under this First Supplemental Indenture shall be in writing and shall be given in accordance with Section 12.4 of the Original Indenture to the addresses specified therein or to such other address as any party may designate by written notice to the other parties in accordance with such Section. For the convenience of the parties, the current notice addresses are as follows:
To the Issuer: Driftwood CLO 2023-I, Ltd. PO Box 4927, Windward House, 3rd Floor George Town, Grand Cayman KY1-1306 Cayman Islands
with a copy (which shall not constitute notice) to:
Driftwood Credit Management LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131
Attention: General Counsel
To the Co-Issuer: Driftwood CLO 2023-I, LLC c/o National Registered Agents Inc. 1209 Orange Street Wilmington, Delaware 19801
To the Trustee: Ironclad Trust Company, National Association 100 Wall Street, Suite 1650 New York, New York 10005
Attention: Catherine Nowak, Vice President, Corporate Trust
Telephone: (212) 555-4200
Email: cnowak@ironcladtrust.com
To Issuer's Counsel: Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022
Attention: Samuel Eklund
Telephone: (212) 555-7800
Email: seklund@calderwoodharkness.com
Section 10.8 Entire Agreement. The Original Indenture, as supplemented by this First Supplemental Indenture, together with the other Transaction Documents (as defined in the Original Indenture), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior negotiations, discussions, representations, warranties, commitments, offers, correspondence, and agreements (whether written or oral) relating thereto. No provision of this First Supplemental Indenture may be amended, modified, waived, discharged, or terminated except in accordance with the provisions of Article IX of the Original Indenture governing amendments and supplemental indentures.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.
DRIFTWOOD CLO 2023-I, LTD., as Issuer
By: ________
Name: Marguerite R. Holloway
Title: Director
DRIFTWOOD CLO 2023-I, LLC, as Co-Issuer
By: Driftwood CLO 2023-I, Ltd., its sole member
By: ________
Name: Marguerite R. Holloway
Title: Director
IRONCLAD TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator
By: ________
Name: Catherine Nowak
Title: Vice President
SCHEDULE A
FORM OF NOTES (REFERENCE)
The forms of Global Notes for each Class of Notes attached as Exhibits A-1 through A-6 to the Original Indenture shall be completed with the following information set forth in this First Supplemental Indenture:
(i) The Interest Rate information for each Class of Secured Notes as set forth in Section 2.1 of this First Supplemental Indenture, including the applicable spread over the Reference Rate (Compounded SOFR);
(ii) The aggregate principal amount of each Class of Notes as set forth in Section 2.2 of this First Supplemental Indenture;
(iii) The CUSIP and ISIN information for each Class of Notes as set forth in Section 3.1 of this First Supplemental Indenture; and
(iv) The Closing Date, the First Payment Date, and the Stated Maturity, as set forth in Article VI of this First Supplemental Indenture.
Each Global Note shall bear the applicable legends and restrictive transfer notices required under Rule 144A and Regulation S under the Securities Act of 1933, as amended, as set forth in the Original Indenture. The forms of each such legend are set forth in the exhibits to the Original Indenture and shall be affixed to each Global Note in accordance with the provisions of the Original Indenture relating to the issuance, authentication, and delivery of Notes.
The Trustee shall not authenticate any Note unless and until the Trustee has received all items and satisfied all conditions required to be delivered or satisfied on the Closing Date pursuant to Section 2.4 of the Original Indenture, including written instructions from the Issuer, an Officer's Certificate of the Issuer, and an Opinion of Counsel.
SCHEDULE B
WEIGHTED AVERAGE SPREAD COMPUTATION (CONFIRMATORY)
The following computation sets forth the blended weighted average spread across all Classes of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) based on the aggregate principal amounts and Interest Rates (spreads over the Reference Rate) established pursuant to Section 2.1 and Section 2.2 of this First Supplemental Indenture:
Step 1: Compute the Spread-Weighted Principal Amount for Each Class
Step 2: Compute the Blended Weighted Average Spread
Blended Weighted Average Spread = Total Spread-Weighted Principal Amount ÷ Total Aggregate Principal Amount of Rated Notes
= 71,160 ÷ 364.00
= approximately 195.49 basis points per annum
This Schedule B is provided for informational and confirmatory purposes only and does not form a part of the operative provisions of the Indenture. The computation set forth herein is based on the initial aggregate principal amounts of the Rated Notes and the applicable Interest Rate spreads as of the Pricing Date and does not account for subsequent changes in the outstanding principal amounts of any Class of Notes or any change in the Reference Rate. Neither the Issuer, the Co-Issuer, the Trustee, nor the Collateral Manager makes any representation or warranty as to the accuracy, completeness, or continued applicability of the foregoing computation following the Closing Date. This Schedule B shall not create any rights or obligations of any Person under the Indenture or any other Transaction Document.
[End of First Supplemental Indenture]
Class of Notes | Interest Rate (Spread over Reference Rate)
Class A-1 Notes | Compounded SOFR + 155 basis points per annum
Class A-2 Notes | Compounded SOFR + 190 basis points per annum
Class B Notes | Compounded SOFR + 230 basis points per annum
Class C Notes | Compounded SOFR + 310 basis points per annum
Class D Notes | Compounded SOFR + 625 basis points per annum
Class of Notes | Aggregate Principal Amount | Percentage of Capital Structure
Class A-1 Notes | $256,000,000 | 64.00%
Class A-2 Notes | $40,000,000 | 10.00%
Class B Notes | $28,000,000 | 7.00%
Class C Notes | $24,000,000 | 6.00%
Class D Notes | $16,000,000 | 4.00%
Subordinated Notes | $36,000,000 | 9.00%
Total | $400,000,000 | 100.00%
Class of Notes | Offering Format | CUSIP | ISIN
Class A-1 Notes | 144A | 26738TAA5 | US26738TAA51
Class A-1 Notes | Reg S | G2694LAA7 | USG2694LAA72
Class A-2 Notes | 144A | 26738TAB3 | US26738TAB35
Class B Notes | 144A | 26738TAC1 | US26738TAC18
Class C Notes | 144A | 26738TAD9 | US26738TAD90
Class D Notes | 144A | 26738TAE7 | US26738TAE73
Subordinated Notes | 144A | 26738TAF4 | US26738TAF49
Class of Notes | Brindoval Analytical Services Inc. Rating | Ridgeline Credit Ratings LLC Rating
Class A-1 Notes | AAA | AAA
Class A-2 Notes | AA | AA
Class B Notes | A | A
Class C Notes | BBB | BBB
Class D Notes | BB | BB
Subordinated Notes | Not Rated | Not Rated
Class of Notes | Subordination Level
Class A-1 Notes | 36.00%
Class A-2 Notes | 26.00%
Class B Notes | 19.00%
Class C Notes | 13.00%
Class D Notes | 9.00%
Overcollateralization Test | Required Level
Class A Overcollateralization Test | 128.00%
Class B Overcollateralization Test | 118.00%
Class C Overcollateralization Test | 110.00%
Class D Overcollateralization Test | 105.50%
Interest Coverage Test | Required Level
Class A Interest Coverage Test | 120.00%
Class B Interest Coverage Test | 115.00%
Class C Interest Coverage Test | 110.00%
Class D Interest Coverage Test | 105.00%
Class of Notes | Aggregate Principal Amount | Spread (bps) | Spread × Principal ($M × bps)
Class A-1 Notes | $256,000,000 | 155 | 39,680
Class A-2 Notes | $40,000,000 | 190 | 7,600
Class B Notes | $28,000,000 | 230 | 6,440
Class C Notes | $24,000,000 | 310 | 7,440
Class D Notes | $16,000,000 | 625 | 10,000
Total Rated Notes | $364,000,000 | 71,160

FIRST SUPPLEMENTAL INDENTURE

RECITALS

ARTICLE I

DEFINITIONS AND INTERPRETATION

ARTICLE II

FINAL PRICING TERMS

ARTICLE III

ARTICLE IV

CONFIRMATION OF RATINGS

ARTICLE V

CONFIRMATION OF SUBORDINATION LEVELS AND COVERAGE TESTS

ARTICLE VI

CONFIRMATION OF KEY DATES

ARTICLE VII

CONFIRMATION OF COLLATERAL QUALITY TESTS

ARTICLE VIII

ORIGINAL INDENTURE RATIFIED AND CONFIRMED

ARTICLE IX

REPRESENTATIONS AND WARRANTIES

ARTICLE X

MISCELLANEOUS

SCHEDULE A

FORM OF NOTES (REFERENCE)

SCHEDULE B

WEIGHTED AVERAGE SPREAD COMPUTATION (CONFIRMATORY)

Record

Parties

Dates

Amounts