Conditional Notice of Redemption of Cabot Financial (Luxembourg) II S.A.

Conditional Notice of Redemption of Cabot Financial (Luxembourg) II S.A.

Senior Secured Floating Rate Notes due 2021
REG S - ISIN XS1117279619, Common Code 111727961
RULE 144A - ISIN XS1117279700, Common Code 111727970

Notice is hereby given in accordance with Sections 3.03 and 3.07 of the indenture dated as of November 11, 2015 (as amended through the date hereof, the "Indenture"), by, amongst others, Cabot Financial (Luxembourg) II S.A., as the Issuer (the "Issuer"), Citibank, N.A., London Branch, as Trustee, Principal Paying Agent and Transfer Agent, Citigroup Global Markets Europe AG (formerly Citigroup Global Markets Deutschland AG), as Registrar and J.P. Morgan Europe Limited, as Security Agent, governing the Issuer’s Senior Secured Floating Rate Notes due 2021 (the "Notes"). The terms not otherwise defined herein shall have the meanings given to them in the Indenture.

Subject to the Condition (as defined below), the Issuer hereby elects to redeem the aggregate principal amount outstanding of the Notes equal to €310,000,000 (such amount being the "Redemption Amount"), and which are outstanding on the Redemption Date (as defined below) pursuant to Section 3.07(a) of the Indenture. The Issuer is redeeming the Notes for cash in an amount equal to the aggregate Redemption Price (as defined below) of the Notes, plus accrued and unpaid interest up to (but excluding) the Redemption Date (as defined below).

The Issuer’s obligation to redeem any of the Notes on the Redemption Date (as defined below) is conditioned (the "Condition") upon its receipt, on or prior to the Redemption Date, of net proceeds in an amount satisfactory to the Issuer from any of: (a) the completion of a new issuance of senior secured notes; and/or (b) another source of funding ((a) through (b) referred to herein as a "New Financing"). In the event that the Condition shall not have been satisfied (or waived by the Issuer in its sole discretion) on or by the Redemption Date, the redemption may not occur and this Conditional Notice of Redemption may be rescinded. Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Condition is satisfied or waived by the Issuer in its sole discretion. If the Condition is not satisfied or waived, any Notes previously surrendered to the Paying Agent pursuant to this Conditional Notice of Redemption shall be returned to the Holders thereof. The Issuer will provide written notice to the Trustee and the Paying Agent of any such revocation of this Conditional Notice of Redemption at least one Business Day prior to the Redemption Date.

Subject to the satisfaction or waiver of the Condition, the redemption date for the Notes will be June 14, 2019, or, if the settlement of the New Financing is delayed by the Issuer in its sole discretion, the Business Day after the settlement of the New Financing provided that such date shall not be more than sixty days from the date hereof (the "Redemption Date"). Any Holder of Notes must hold any Notes to be entitled to the Redemption Price on the Business Day immediately prior to the Redemption Date (the "Record Date").

In each case subject to the Issuer’s determination in its sole discretion that the Condition has been satisfied or waived on or before the Redemption Date, the remaining terms and conditions of the redemption are as follows:

1. The Redemption Amount, the Redemption Date and the Record Date for the Notes will be as described above.
   
   
2. The redemption price of the Notes will be 101.000% (the "Redemption Price") of the principal amount of the Notes to be redeemed plus accrued and unpaid interest from and including May 15, 2019, to (but excluding) the Redemption Date. No Additional Amounts will be payable.
   
   
3. The Global Notes will be redeemed in a principal amount equal to the Redemption Amount such that, after the Redemption Date, no Global Notes will be outstanding.
   
   
4. The Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price plus accrued but unpaid interest or, in respect of Global Notes, the redemption will be effected in accordance with the usual procedures of Clearsteam and Euroclear. The name and address of the Paying Agent is: Citibank, N.A., London Branch, Citigroup Centre, 25 Canada Square, London E14 5LB, United Kingdom.
   
   
5. Unless the Issuer defaults in payment of the Redemption Price, the Notes called for redemption will cease to accrue interest and any Additional Amounts on and after the Redemption Date and the only remaining right of holders of the Notes called for redemption is to receive payment of the Redemption Price upon surrender to the respective Paying Agent of the Notes redeemed.
   
   
6. The Notes are being redeemed, pursuant to Section 3.07(a) of the Indenture.
   
   
7. No representation is made as to the correctness or accuracy of the Common Codes and/or ISINs listed in this Conditional Notice of Redemption or printed on the Notes.

If the Condition has not been satisfied or waived on or before the Redemption Date:

  (a) the Issuer will announce at least one Business Day prior to the Redemption   
  Date that the Condition has not been satisfied and, if the Condition remains 
  unsatisfied, one Business Day prior to the end of the 60 day period, which will
  commence on the date hereof; and

  (b) the Notes will continue to be outstanding, no Redemption Price will be paid, interest
  shall continue to accrue in accordance with the terms of the Indenture and the Notes,
  and any Notes previously surrendered to the Paying Agent shall be returned to the
  holders of the Notes thereof.

4 June 2019

/s/ Cabot Financial (Luxembourg) II S.A.