BAKER STREET CLO II LTD. BAKER STREET CLO II · PDF fileThe Bank of New York Mellon Trust...

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Transcript of BAKER STREET CLO II LTD. BAKER STREET CLO II · PDF fileThe Bank of New York Mellon Trust...

  • The Bank of New York Mellon Trust Company, National Association

    CONSENT MATERIAL

    BAKER STREET CLO II LTD.BAKER STREET CLO II CORP.

    NOTICE OF PROPOSED ASSIGNMENT OFCOLLATERAL MANAGEMENT AGREEMENT

    NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OFINTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THESECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHERINTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITERE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERSOF THE SECURITIES IN A TIMELY MANNER.

    January 13, 2014

    To: The Holders of the Securities as of January 10, 2014 (the Record Date):

    To: Those Additional Addressees Listed on Schedule I hereto

    Reference is hereby made to (i) that certain Indenture dated as of September 15, 2006 (asamended, supplemented or modified from time to time, the Indenture) among BAKERSTREET CLO II LTD., as Issuer (the Issuer), BAKER STREET CLO II CORP., as Co-Issuer(the Co-Issuer and, together with the Issuer, the Co-Issuers), THE BANK OF NEW YORK

    *No representation is made as to the correctness of the CUSIP or ISIN numbers either as printed on the Securities or as contained in this Notice.

    Such numbers are included solely for the convenience of such Holders.

    SecuritiesCUSIP*

    Rule 144AISIN*

    Rule 144ACUSIP*

    Reg SISIN*

    Reg S

    Class A -1 Notes 05741RAA1 US05741RAA14 G07191AA0 USG07191AA04

    Class A-2 Notes 05741RAB9 US05741RAB96 G07191AB8 USG07191AB86

    Class B Notes 05741RAC7 US05741RAC79 G07191AC6 USG07191AC69

    Class C Notes 05741RAE3 US05741RAE36 G07191AE2 USG07191AE26

    Class D Notes 05741RAG8 US05741RAG83 G07191AG7 USG07191AG73

    Class E Notes 05741TAA7 US05741TAA79 G07190AA2 USG07190AA21

    Preference Shares 05741T109 KY05741T1096 G07190104 KYG071901048

    HOU:0023495/00016:1713410v1

  • -2-

    MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor in trust to JPMorganChase Bank, National Association), as Trustee (the Trustee) and SUNTRUST BANK, as ClassA-2 Note Agent (the Class A-2 Note Agent) and (ii) that certain Collateral ManagementAgreement dated as of September 15, 2006 (as amended, supplemented or modified from time totime, the Collateral Management Agreement) between the Issuer and SEIX INVESTMENTADVISORS LLC (as successor to Baker Street Asset Management, a unit of SunTrust CapitalMarkets, Inc.), as Collateral Manager (the Collateral Manager). Capitalized terms nototherwise defined herein shall have the meanings ascribed to such terms in the Indenture orCollateral Management Agreement.

    At the direction of the Collateral Manager, the Trustee hereby provides a copy of theCollateral Managers Notice of Proposed Assignment of Collateral Management Agreement (theNotice). A copy of the Notice is attached hereto as Annex A.

    THE TRUSTEE MAKES NO RECOMMENDATIONS AS TO ANY ACTION TOBE TAKEN OR NOT TO BE TAKEN WITH RESPECT TO THE NOTICE OROTHERWISE. YOU ARE ADVISED TO CONSULT YOUR OWN LEGAL ANDINVESTMENT ADVISORS.

    Should you have any questions, please contact Anthony Menjivar by phone at (412) 234-8437 or by email at [email protected]

    THE BANK OF NEW YORK MELLONTRUST COMPANY, NATIONALASSOCIATION, as Trustee and PreferenceShare Paying Agent

  • -3-

    SCHEDULE IAdditional Addressees

    Issuer:Baker Street CLO II Ltd.c/o MaplesFS LimitedP.O. Box 1093Boundary Hall, Cricket SquareGeorge Town, Grand Cayman KY1-1102Cayman IslandsFax: (345) 945-7100Attn: The Directors

    Co-Issuer:Baker Street CLO II Corp.1209 Orange StreetWilmington, Delaware 19801Attn: Director

    Class A-2 Note Agent:SunTrust Bank303 Peachtree Street, Mail Code 0669Atlanta, Georgia 30308Asset Securitization GroupRe: Baker Street Funding CLO 2005-1 Ltd.

    Company Announcements OfficeIrish Stock Exchange Limited:Company Announcements OfficeIrish Stock Exchange Limited28 Anglesea StreetDublin 2, Ireland

    Irish Paying Agent:Grant Thornton24-26 City QuayDublin 2Ireland

    Administrator:MaplesFS LimitedP.O. Box 1093Boundary Hall, Cricket SquareGeorge Town, Grand Cayman KY1-1102Cayman IslandsFax: (345) 945-7100Attn: The Directors

    Collateral Manager:Seix Investment Advisors LLC10 Mountainview Road, Suite C-200Upper Saddle River, NJ 07458

    Rating Agencies:Standard & Poors55 Water StreetNew York, New York 10041Attn: CDO [email protected]

    Moodys Investors Service7 World Trade Center250 Greenwich StreetNew York, New York 10007Attn: CBO/CLO MonitoringFax: (212) [email protected]

    Fitch, Inc.One State Street PlazaNew York, New York 10004Attn: Credit Products Surveillance AdditionalReportingFax: (212) [email protected]

    AGFP:AG Financial Products Inc.1325 Avenue of the AmericasNew York, NY 10019Attn: Risk Management DepartmentRe: Baker Street CLO II Ltd. SM-2006-73Fax: (212) 581-3268; (212) [email protected]

    with a copy to:General CounselFax: (212) 581-3268; (212) 974-0100

    DTC, Euroclear & Clearstream (if applicable):[email protected]@[email protected][email protected]

  • ANNEX A

    COLLATERAL MANAGERS NOTICE