Atrium VII - Notice of Redemption by Refinancing

Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951

MAC: R1204-010

NOTICE OF OPTIONAL REDEMPTION BY REFINANCING

ATRIUM VII ATRIUM VII, LLC

To: The Parties Listed on Schedule I hereto. Ladies and Gentlemen:

August 4, 2014

Reference is made to that certain Indenture dated as of November 16, 2011 (as amended, modified or supplemented, the "Indenture") among ATRIUM VII, as Issuer (the "Issuer"), ATRIUM VII, LLC, as Co-Issuer (the "Co-Issuer," and together with the Issuer, the "CoIssuers"), and WELLS FARGO BANK, N.A., as trustee (the "Trustee"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture.

I. Notice to Nominees and Custodians.

If you act as or hold Securities as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Securities 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 Optional Redemption by Refinancing.

Pursuant to Section 9.2 of the Indenture, a Majority of the Subordinated Securities and the Senior Preferred Shares (voting together as set forth in the definition of "Class") directed the Issuer to redeem the Rated Notes from Refinancing Proceeds. In accordance with Section 9.4 of the Indenture and at the direction of the Issuer, the Trustee hereby provides notice of the following information relating to the Optional Redemption by Refinancing:

All of the Rated Notes and the Senior Notional Amount of the Senior Preferred Shares will be redeemed in full, and interest on such Rated Notes and the Senior Preferred Share Senior Dividend Amount shall cease to accrue on the Redemption Date. The Subordinated Securities and Junior Notional Amount of the Senior Preferred Shares will not be redeemed on the Redemption Date.

The Redemption Date will be August 18, 2014.

The Redemption Price of the Refinanced Notes to be redeemed shall be:

for the Class A Notes ? U.S. $254,172,815.94 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date);

for the Class B Notes ? U.S. $41,345,291.64 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date);

for the Class C Notes ? U.S. $33,321,000.99 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date; and

for the Class D Notes ? U.S. $20,220,657.17 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date).

for the Class E Notes ? U.S. $8,627,070.96 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date).

for the Class F Notes ? U.S. $0.00 (which is an amount equal to 100% of the Aggregate Outstanding Amount thereof plus accrued and unpaid interest thereon, to the Redemption Date).

for the Senior Notional Amount of the Senior Preferred Shares ? U.S. $10,149,495.25 (which is an amount equal to its proportional share of the Senior Notional Amount (relative to the Senior Notional Amount of all Senior Preferred Shares)).

Payment of the Redemption Price on the Notes to be redeemed will be made only upon presentation and surrender of such Notes at the offices of the Trustee. To surrender Notes, please present and surrender the Notes to one of the following places by one of the following methods:

By Mail or Courier Service:

Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th Street & Marquette Avenue Minneapolis, MN 55479

By Registered or Certified Mail:

Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480-1517

In Person, By Hand:

Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Building, 12th floor 608 2nd Avenue South Minneapolis, MN

Under the provisions of the Tax Equity and Fiscal Responsibility Act of 1982, as amended in 1992, 2001 and most recently, the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act"), the Paying Agent making payment of interest or principal on securities may be obligated to withhold a percentage of the principal of a holder who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the number supplied is correct, and that the holder is not subject to backup withholding under the Act. Holders of the Notes who wish to avoid the application of these provisions should submit either a completed IRS (Internal Revenue Service) form W-9 (use only if the holder is a U.S. person, including a

2

resident alien), or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when presenting the Notes for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. Publication 515, W-8 forms and W-9 forms and instructions are available through the IRS via their web site at .

All questions should be directed to the attention of Cheryl Bohn by telephone at (410) 884-2097, by e-mail at cheryl.bohn@, 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 Securities 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 Securities generally.

WELLS FARGO BANK, N.A., as Trustee

3

Schedule I

Addressees

Holders of Securities: 04962FAA2, 04962FAB0, 04962FAC8, 04962FAD6, 04962FAE4, 04964EAD7, 04962FAF1, G0623PAA2, G0622VAA0, G0623PAE4, G0622V102, G0622V110

Issuer: Atrium VII c/o Appleby Trust (Cayman) Ltd. Clifton House, 75 Fort Street George Town, Grand Cayman KY1-1108, Cayman Islands Email: atclsf@

Co-Issuer: Atrium VII, LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attn: Donald Puglisi, Esq.

Portfolio Manager: Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, New York 10010 Attn: John G. Popp

Co-Lead Manager: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 Attn: CLO Group Email: list.ib-gcp-clo-dea-tea@credit-

with copy to: 1633 Broadway, 29th Floor New York, New York 10019 Attn: Peter Sallerson and Joshua Phillips Email: CLO_Desk@us.sc.mufg.jp

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 Security. The numbers are included solely for the convenience of the Holders.

4

375 Park Avenue, Suite 104 New York, New York 10152 Attn: CLO Group Rating Agencies: Standard & Poor's: E-mail: CDO_Surveillance@ Moody's: Email: derivativesmonitoringgroup@; monitor.cdo@ Fiscal Agent/Collateral Administrator: Wells Fargo Bank, N.A. 750 Bering Drive, Suite 500 Houston, Texas 77057 Attn: Atrium VII Irish Stock Exchange: 28 Anglesea Street Dublin 2, Ireland Irish Listing Agent: McCann FitzGerald Listing Services Limited Riverside One Sir John Rogerson's Quay Dublin 2, Ireland

5

................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download