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PUBLIC NOTICE OF DISPOSITION OF COLLATERAL: Amur Finance IV LLC

NOTICE OF DISPOSITION OF COLLATERAL
UNDER NEW YORK UNIFORM COMMERCIAL CODE

1. Executive Summary.

  1. UMB Bank, National Association (“Collateral Agent”), as collateral agent for lenders Pine River Master Fund Ltd. and Pine River Fixed Income Master Fund Ltd. (collectively, “Lenders”), hereby gives notice that Amur Finance IV LLC (“Debtor”) has committed events of default under various agreements including:
    1. a Secured Revolving Credit Agreement, dated as of August 5, 2013 (as amended, the “Credit Agreement”), executed by Debtor, Lenders, and other parties thereto, and
    2. a Security Agreement dated August 5, 2013 executed by Debtor, Lenders, and other parties thereto (the “Security Agreement”).

    Collectively, the Credit Agreement and the Security Agreement, including amendments and modifications, along with certain related documentation, are referred to as the “Loan Documents” hereinafter.

  2. Collateral Agent will, in accordance with its rights under the Loan Documents and in accordance with Section 9-610 of the Uniform Commercial Code, hold one or more public sales, in bulk or in parcels, of a portion of the personal property of Debtor in which Collateral Agent has a security interest, as described in the Loan Documents (the “Collateral”). The Collateral that will be sold in connection with this Notice is referred to as the “Subject Collateral” hereinafter.

2. Credit Documents.

  1. The Subject Collateral consists of the loan (the “Loan”) from Amur Finance IV LLC to Amur Equipment Finance, Inc. as evidenced by, among other things:
    1. a Secured Revolving Credit Agreement dated as of March 31, 2014, executed by Axis Capital, Inc., as Borrower, Amur Finance IV LLC, as Lender, and Amur Finance Company, Inc., as Administrative Agent;
    2. a Promissory Note in the face amount of $40,000,000, dated March 31, 2014, executed by Axis Capital, Inc., and payable to the order of Amur Finance IV LLC;
    3. a Security Agreement dated as of March 31, 2014, executed by Axis Capital, Inc., Axis Capital West, LLC, and Key Financial, Inc., as Grantor, and Amur Finance IV LLC as Lender;
    4. a Guaranty dated as of March 31, 2014, executed by Axis Capital West, LLC and Key Financial, Inc.; and
    5. a Borrowing Notice re April 2015 Supplemental $10 million Advance.

3. Loan Amount.

The Loan is in the principal amount of approximately $50,000,000.00, accrues interest at a rate tied to LIBOR (as more fully described in the above-referenced documents), and matures on July 25, 2019.

4. Sale.

Some or all of the Subject Collateral will be sold by Collateral Agent at one or more public sales to be held on or after 10:00 a.m. on August 29, 2018, at the New York City offices of Sheppard Mullin Richter & Hampton LLP, located at 30 Rockefeller Plaza, New York City, New York 10112.

5. Reps/Warranties.

THE SALE OF THE SUBJECT COLLATERAL WILL BE “AS IS”, “WHERE IS”, “WITH ALL FAULTS”, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, QUALITY OR FITNESS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

6. Reservation of Rights.

ALL RIGHTS OF COLLATERAL AGENT AND LENDERS ARE EXPRESSLY RESERVED, INCLUDING ALL RIGHTS WITH RESPECT TO COLLATERAL IN WHICH COLLATERAL AGENT HAS A SECURITY INTEREST BUT WHICH IS NOT SUBJECT TO THIS NOTICE.

7. Additional Information.

Persons interested in attending the sale and bidding for the Subject Collateral may obtain additional information by contacting Collateral Agent at UMB Bank, National Association, 120 South 6th Street, Suite 1400, Minneapolis, MN 55402, Attention: Mr. Gavin Wilkinson, gavin.wilkinson@umb.com, (612) 337-7001.

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