Adagio CLO IV DAC (2nd Refinance): 12 April 2021

The assets securing the Debt will consist predominantly of a portfolio of Secured Senior Loans and Secured Senior Bonds, Mezzanine Obligations, Corporate Rescue Loans, Loss Mitigation Obligations and High Yield Bonds, and will be managed by AXA Investment Managers, Inc.

On 8 September 2015 (the Original Issue Date) Adagio IV CLO issued Class A-1 Senior Secured Floating Rate Notes due 2029 which were refinanced on 16 October 2017, Class A-2 Senior Secured Fixed Rate Notes due 2029 which were refinanced on the Original Refinancing Date, Class B-1 Senior Secured Floating Rate Notes due 2029 which were refinanced on the Original Refinancing Date, Class B-2 Senior Secured Fixed Rate Notes due 2029 which were refinanced on the Original Refinancing Date, Class C Senior Secured Deferrable Floating Rate Notes due 2029 which were refinanced on the Original Refinancing Date, Class D Deferrable Mezzanine Floating Rate Notes due 2029 which were refinanced on the Original Refinancing Date, Class E Deferrable Junior Floating Rate Notes due 2029 which were refinanced on the Original Refinancing Date, Class F Deferrable Junior Floating Rate Notes due 2029 and Subordinated Notes due 2029.

On or about 15 April 2021 (the 2nd re-financing Date) the Issuer will, subject to certain conditions, refinance the Refinanced Notes by issuing Class X Senior Secured Floating Rate Notes due 2034, Class A Senior Secured Floating Rate Notes due 2034, Class B-1 Senior Secured Floating Rate Notes due 2034, Class B-2 Senior Secured Fixed Rate Notes due 2034, Class C Senior Secured Deferrable Floating Rate Notes due 2034, Class D Deferrable Mezzanine Floating Rate Notes due 2034, Class E Deferrable Junior Floating Rate Notes due 2034, Class F Deferrable Junior Floating Rate Notes due 2034 and Subordinated Notes due 2034 (the Class S-2 Subordinated Notes) which will form one series of Subordinated Notes.

Note - the Class S-1 Subordinated Notes were issued on the Original Issue Date and are not being offered pursuant to this transaction.

The Refinancing Notes will be offered by the Issuer through Morgan Stanley & Co. International plc in its capacities as sole arranger and initial purchaser of the offering of such Refinancing Notes subject to prior sale.

EU Risk Retention: The Investment Manager shall act as the Retention Holder for the purposes of the Retention Requirements and will, for so long as any Class of Debt remains outstanding, acquire Rated Notes and Class S-2 Subordinated Notes on the Issue Date and, together with Class S-1 Subordinated Notes acquired on the Original Issue Date, hold and retain, on an ongoing basis, in its capacity as originator, a material net economic interest in the form specified in Article 6(3)(a) of the Securitisation Regulations of not less than 5% of the outstanding nominal value of each of the tranches sold or transferred to investors on the Issue Date.

US Risk Retention: Based on the LSTA Decision, no party involved in the transaction will obtain on the Issue Date and retain any Notes intended to satisfy the U.S. Risk Retention Rules.