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Corporate Trust Services 9062 Old Annapolis Road Columbia, MD 21045-1951 MAC: N2702-011 |
NOTICE OF Assignment of management agreement
DFR Middle Market CLO, LTD.
To: Noteholders
Moody's Investors Service, Inc.
Standard ∓ Poor's, a division of The McGraw-Hill Companies, Inc.
Those parties listed on Schedule A
Wells Fargo Bank, National Association ("Wells Fargo (Dusseldorf: NWT.DU - news) "), serves as trustee (the "Trustee") pursuant to that certain Indenture dated as of July 17, 2007 (as amended, modified and supplemented from time to time, the "Indenture"), by and among DFR Middle Market CLO Ltd. as Issuer (the "Issuer"), DFR Middle Market CLO Corp. as Co-Issuer (the "Co-Issuer") and Wells Fargo as Trustee. Reference is hereby made to the Management Agreement dated as of July 17, 2007 (the "Management Agreement") between the Issuer and Deerfield Capital Management LLC ("Deerfield" or the "Assignor"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Indenture.
The Trustee has been notified (i) of the completion of and effective date of the assignment of the rights and obligations of the Assignor under the Management Agreement (the "Assignment") to DWM Management LLC ("DWM Management" or the "Assignee") and (ii) that the Assignment was effective as of February 7, 2012.
DWM Management's contact information is as follows:
DWM Management LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 23rd Floor
New York (Frankfurt: A0DKRK - news) , NY 10105
Attn: Jill Chanes
You may direct questions to the attention of Maire Farrell by telephone at (410) 884-6439, by e-mail at maire.farrell@wellsfargo.com, by facsimile at (866) 373-0261, or by mail addressed to Wells Fargo Bank, National Association, Collateralized Debt Obligations, Attn.: Maire Farrell, MAC N2702-011, 9062 Old Annapolis, Columbia, MD 21045-1951. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes generally.
Dated: February 14, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Schedule A
Holders of Notes*: 23326YAC8, 23326YAE4, 23326YAG9, 23326YAJ3, 23326UAC6
Issuer:
DFR Middle Market CLO Ltd.
c/o Maples Finance Limited
P.O. Box 1093GT
Boundary Hall, Cricket Square
George Town, Grand Cayman
Cayman Islands
Attention: The Directors
Co-Issuer:
DFR Middle Market CLO Corp.
c/o Puglisi ∓ Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Attn: Donald Puglisi, Esq.
Rating Agencies
Moody's Investor Services, Inc.
7 World Trade Center (Frankfurt: A0J3M4 - news)
250 Greenwich Street
New York, New York 10007
Attn: CBO/CLO Monitoring
E-mail: cdomonitoring@moodys.com
Standard ∓ Poor's
55 Water Street, 41st Floor
New York, New York 10041-0003
Attention: Structured Finance Ratings CBO/CLO Surveillance
CDO Surveillance@standardandpoors.com
Subordinated Note Paying and Transfer Agent:
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: CDO Trust Services- DFR Middle Market CLO Ltd.
Deerfield:
Deerfield Capital Management LLC
One O'Hare Centre
6250 North River Road, 12th Floor
Rosemont, Illinois 60018
Attention: DFR Middle Market CLO Ltd.
DWM Management:
DWM Management LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 23rd Floor
New York, NY 10105
Attn: Jill Chanes
Irish Stock Exchange:
Company Announcement Office
The Irish Stock Exchange Limited
28 Anglesea Street
Dublin 2, Ireland (Xetra: A0Q8L3 - news)
Attn: James Ferguson
E-mail (in Microsoft Word format): announcements@ise.ie
Irish Listing Agent and Irish Paying Agent:
Grant Thornton LLP
24-26 City Quay
Dublin 2, Ireland
DTC (KOSDAQ: 066670.KQ - news) :
lensnotices@dtcc.com
voluntaryreorgannouncements@dtcc.com
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange.
* The Trustee shall not be responsible for the use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders of Notes.



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