Corporate Trust Services
9062 Old Annapolis Road,
Columbia, MD 21045-1951
NOTICE OF Liquidation and suspension of paymentS
MAXIM HIGH GRADE CDO II, LTD.
To: The Individuals and Entities listed on Schedule A
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), serves as Trustee (the "Trustee") pursuant to that certain Indenture dated as of March 28, 2007 (as modified, amended and supplemented from time to time, the "Indenture") among MAXIM HIGH GRADE CDO II, LTD. (the "Issuer"), MAXIM HIGH GRADE CDO II, LLC (the "Co-Issuer", together with the Issuer, the "Co-Issuers") and the Trustee. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Indenture.
I. Notice to Nominees and Custodians.
If you act as or hold Notes or Preference Shares as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or Preference Shares or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice.
II. Notice of Subsequent Event of Default.
On April 14, 2008, you were notified of the occurrence of an Indenture Event of Default under Section 5.1(a) of the Indenture.
On December 19, 2008, you were notified that the Holders of a Majority of the Controlling Class (a) declared the principal of and accrued and unpaid interest on all of the Notes to be immediately due and payable and (b) terminated the Fixed Rate Reinvestment Period.
On June 12, 2012, the Holders of a Majority of the Class A Notes (voting together as a single Class) declared a subsequent Event of Default under Section 5.1(h) of the Indenture.
The Trustee hereby provides notice that a subsequent Event of Default under Section 5.1(h) of the Indenture has occurred and is continuing.
III. Notice of Liquidation and Suspension of Payments.
The Trustee hereby provides notice that based on the subsequent Event of Default under Section 5.1(h) of the Indenture, the Holders of a Majority of the Class A Notes (voting together as a single Class) have directed the Trustee to sell and liquidate the Collateral pursuant to Section 5.5(a)(iii) of the Indenture.
Pursuant to the foregoing direction, the Trustee hereby provides notice that it will proceed with the sale and liquidation of the Collateral pursuant to Section 5.5(a)(iii) of the Indenture. Subject to the terms of the Indenture, it is currently anticipated that the sale and liquidation of some or all of the Collateral is expected to be effectuated by means of one or more public sales. All Secured Parties (including all Holders) under the Indenture are eligible under the Uniform Commercial Code to bid at any such public sales. The Trustee will send notices to the addressees hereof setting forth the details of such public sales.
The Trustee hereby notifies you that due to the above described direction to liquidate, no distributions of any kind will be made on the upcoming July 6, 2012 Distribution Date or on any subsequent regularly scheduled Distribution Date. Pursuant to Section 5.7 of the Indenture, a final distribution will be made after the completion of liquidation at the date or dates fixed by the Trustee.
III. Completion of Beneficial Holder Information Form Requested.
To ensure timely receipt of future notices, the Trustee requests that all holders complete the attached Beneficial Holder Information Form and return to the Trustee as instructed on the form as soon as possible.
You may direct questions to the attention of David Hulse by telephone at (410)-884-2186, by e-mail at David.Hulse@wellsfargo.com, by facsimile at (866)-373-0261 or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: David Hulse, MAC N2702-011, 9062 Old Annapolis, Columbia, MD 21045-1951 or Charles Brehm by telephone at (410) 884-2178, by e-mail at CharlesC.Brehm@WellsFargo.com, by facsimile at (866) 373-0261 or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Department, Attn.: Charles Brehm, MAC N2702-011, 9062 Old Annapolis Road, Columbia, Maryland 21045. 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: July 2, 2012
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Preference Share Paying Agent
Holders of Notes and Preference Shares:*
577750AA0, 577750AC6, 577751AA8, 577751AL4, 577751AN0, 577751AQ3, 577751AS9, 577751AU4, G5898DAT5, 577751BA7, 577750201, 577751BB5, G5898GAF8, G5898GAJ0, G5898GAK7, G5898GAG6, G5898GAH4, G5898DAS7
Moody's Investors Service, Inc.
250 Greenwich Street
New York, New York 10007
Attn: CBO/CLO Monitoring
Standard & Poor's
55 Water Street, 41st Floor
New York, New York 10041-0003
Attn: Structured Finance Ratings
Asset-Backed Securities CBO/CLO Surveillance
One State Street Plaza
New York, New York 10004
Attn: Structured Credit Surveillance
Merrill Lynch Capital Services, Inc.
4 World Financial Center, 18th Floor
New York, NY 10080
Attention: Swap Group
With copies to:
World Financial Center, North Tower, 12th Floor
4 World Financial Center
New York, New York 10080
Maxim Capital Management LLC
405 Lexington Avenue, 2nd Floor
New York, NY 10174
Attn: Doug Jones
Maxim High Grade CDO II, Ltd.
87 Mary Street
George Town, Grand Cayman KY1-9002
Maxim High Grade CDO II, LLC
850 Library Avenue, Suite 204
Newark, Delaware 19711
Attn: Donald Puglisi
Channel Islands Stock Exchange:
P.O. Box 623
One Lefebvre Street
St. Peter Port, Guernsey
GYI 4PJ, Channel Islands
Irish Stock Exchange Announcement Office:
Company Announcements Office
28 Anglesea Street
Dublin 2, Ireland
Irish Paying Agent:
Custom House Administration and Corporate
25 Eden Quay
Dublin 1, Ireland
Irish Listing Agent:
McCann Fitzgerald Listing Services Limited
Sir John Rogerson's Quay
Dublin 2, Ireland
Preference Share CISX Sponsor:
Walkers Capital Markets Limited
44 Esplanade, St. Helier
BENEFICIAL HOLDER INFORMATION FORM
For Holders of:
MAXIM HIGH GRADE CDO II, LTD.
Please complete the following and return to:
David Hulse, Wells Fargo Bank, N.A., MAC N2702-011, 9062 Old Annapolis Road, Columbia, Maryland 21045
Fax: 866-373-0261 Phone: (410) 884-2186
Please check one.
___ Beneficial Owner. The undersigned hereby represents and warrants that it is a beneficial owner of the Certificates, that the undersigned is authorized to provide direction for their pro rata portion owned and that such power has not been granted nor assigned to any other party or person.
___ Nominee or Advisor. The undersigned hereby represents and warrants that it is a nominee or advisor for the beneficial owner, that the undersigned is authorized to provide direction for their pro rata portion owned and that such power has not been granted nor assigned to any other party or person.