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Napier Park Europe Loan Management (Series III): 23 February 2019

Napier Park Europe Loan Management Designated Activity Company will issue Eur63,065,000 Series III Notes, issued pursuant to a note issuing and purchasing agreement between each initial Noteholder and the Issuer. Concurrently with the issue of the Series III Notes, the Issuer will subscribe for (a) profit-participating notes and (b) class D shares, in each case issued by NP Europe Loan Management I Designated Activity Company (NP ELM), which shall form part of the security for the Series III Notes.

The Series III Notes are profit participating notes and as such, distributions, interest proceeds and principal proceeds received in respect of the Mortgaged Property.

NP ELM will, pursuant to its investment strategy and objectives, (i) originate Collateral Obligations in the primary market and acquire Collateral Obligations in the secondary markets; and (ii) invest in CLO Investments, in each case with a view of long term investment in such Collateral Obligations and CLO Investments.