CWCAPITAL COBALT II, LTD. & LLC NOTICE OF SUCCESSOR TRUSTEE

Date29-Sep-2009

CWCAPITAL COBALT II, LTD.

CWCAPITAL COBALT II, LLC

NOTICE OF SUCCESSOR TRUSTEE

AND EXECUTED SUPPLEMENTAL INDENTURE

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF

INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT

NOTES AND PREFERRED SHARES. IF APPLICABLE, ALL DEPOSITORIES,

CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE

REQUESTED TO EXPEDITE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF

THE NOTES AND PREFERRED SHARES IN A TIMELY MANNER.

September 25, 2009

To: Individuals and Entities listed on Exhibit A attached hereto.

From: Wells Fargo Bank, National Association, in its capacity as Outgoing Trustee for

CWCapital Cobalt II, Ltd.

Re: Notice of Effective Date of Successor Trustee and Executed Supplemental Indenture

Reference is made to (i) that certain Indenture dated as of May 10, 2006 (as amended,

modified or supplemented through the date hereof, the “Indenture”) among CWCapital Cobalt II,

Ltd., as Issuer (the “Issuer”), CWCapital Cobalt II, LLC, as Co-Issuer (the “Co-Issuer”),

CWCapital Investments LLC, as Advancing Agent (the “Advancing Agent”) and Wells Fargo

Bank, National Association (“Wells Fargo”), as Trustee (the “Trustee”) and (ii) that certain Notice

of Resignation of Trustee and Proposed Supplemental Indenture dated May 29, 2009 (the “Notice

of Resignation”) wherein Wells Fargo, as Outgoing Trustee (the “Outgoing Trustee”) provided

notice of its resignation as Trustee under the Indenture, of the appointment of U.S. Bank National

Association as successor Trustee (the “Successor Trustee”) under the Indenture and of a proposed

supplement to the Indenture (the “Supplement”). Capitalized terms not defined herein shall have

the meanings given to them in the Indenture.

You are hereby notified that U.S. Bank National Association has assumed all of the

Outgoing Trustee’s duties and obligations pursuant to a written agreement, which assumption was

effective on September 18, 2009, and U.S. Bank National Association is now Trustee under the

Indenture.

You are further notified that notwithstanding the resignation of the Outgoing Trustee,

Wells Fargo continues to act (i) as Collateral Administrator, Paying Agent, Calculation Agent,

Transfer Agent, Backup Advancing Agent and Notes Registrar under the Indenture, (ii) as

Custodial Securities Intermediary and Securities Intermediary under the Indenture and Securities

Corporate Trust Services

9062 Old Annapolis Road,

Columbia, MD 21045-1951

MAC: N2702-011

Accounts Control Agreement, as amended in connection with the appointment of the Successor

Trustee, (iii) as Preferred Shares Paying Agent under the Paying Agency Agreement, and (iv) as

Collateral Administrator pursuant to the Supplement, which was effective as of September 18,

2009. A copy of the executed Supplement is attached hereto as Exhibit B.

Questions may be directed to the Trustee by mail at U.S. Bank National Association,

Corporate Trust Services, 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina 28202 or by

facsimile at (704) 335-4678 or to the Collateral Administrator to the attention of Cheryl Bohn by

telephone at (410) 884-2097, by e-mail at Cheryl.Bohn@wellsfargo.com, by facsimile at (866)

373-0261 or by mail addressed to Wells Fargo Bank, National Association, Specialized Asset

Services, 9062 Old Annapolis Road, Columbia, MD 21045, Attn: Cheryl Bohn. Wells Fargo

makes no recommendations and gives no investment advice herein or as to the Notes generally.

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Outgoing Trustee

EXHIBIT A

Holders of Notes and Preferred Shares:

CUSIPS: 12668CAA9, G26087AA7, 12668CAB7,

G26087AB5, 12668CAM3, G26087AM1,

12668CAN1, G26087AN9, 12668CAP6,

G26087AP4, 12668CAC5, G26087AC3,

12668CAD3, G26087AD1, 12668CAE1,

G26087AE9, 12668CAF8, G26087AF6,

12668CAG6, G26087AG4, 12668CAH4,

G26087AH2, 12668CAJ0, G26087AJ8,

12668CAK7, G26087AK5, 12668CAL5,

G26087AL3, 12668D208, G26079106

Issuer:

CWCapital Cobalt II, Ltd.

c/o Maples Finance Limited

P.O. Box 1093

Boundary Hall, Cricket Square

George Town, Grand Cayman, Cayman Islands

Attn: The Directors

Fax: (345) 945-7100

E-mail: carlos.farjallah@maplesfinance.com

Co-Issuer:

CWCapital Cobalt II, LLC

c/o Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Attention: Donald Puglisi

Fax: (302) 738-7210

Initial Purchaser:

Wachovia Capital Markets, LLC

375 Park Avenue, 2nd Floor (NY4087)

New York, New York 10152

Attn: Julia Hu

Fax: (212) 214-5962

Hedge Counterparty, Upfront Swap

Counterparty and Synthetic Asset

Counterparty:

Wachovia Bank, National Association

301 South College, DC-8

Charlotte, North Carolina 28202-0600

Attn: Bruce M. Young, Senior Vice President

Risk Management

Fax: (704) 383-0575

Fax: (704) 383-9139

Investment Agreement Provider:

Wachovia Bank, National Association

201 S. College Street

Charlotte, North Carolina 28202

Attn: Jon Laska

Fax: (704) 590-3301

Ref: CWCapital Cobalt II

Class A-1AR Note Agent:

Wachovia Capital Markets, LLC

One Wachovia Center

Charlotte, North Carolina 28288

Attn: Conduit Administration

Fax: (704) 383-9579

Rating Agencies:

Standard & Poor’s

55 Water Street, 41st Floor

New York, New York 10041-0003

Attention: Structured Finance Ratings, Asset-

Backed Securities CBO/CLO Surveillance

Fax: (212) 438-2664

Email: cdo_surveillance@standardandpoors.com

Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attn: CBO/CLO Monitoring

Fax: (212) 553-4170

Email: cdomonitoring@moodys.com

Collateral Manager:

CWCapital Investments LLC

1540 Broadway, 23rd Floor

New York, New York 10036

Attn: Craig Lieberman

Fax: (646) 253-8849

Successor Trustee:

U.S. Bank National Association

Corporate Trust Services

214 N. Tryon Street, 26th Floor

Charlotte, North Carolina 28202

Fax: (704) 335-4678

Preferred Shares Paying Agent:

Wells Fargo Bank, National Association

P.O. Box 98

Columbia, Maryland 21046

Attn: CDO Trust Services Group—CWCapital

Cobalt II

Fax: (410) 715-3748

With a copy to:

Wells Fargo Bank, National Association

9062 Old Annapolis Road,

Columbia, MD 21045

Attn: CDO Trust Services—CWCapital Cobalt II

Fax: (410) 715-3748

Cayman Islands Stock Exchange:

Cayman Islands Stock Exchange

4th Floor, Elizabethan Square

P.O Box 2408 G.T.

Grand Cayman, Cayman Islands

Fax: (345) 945-6061

Email: CSX@CSX.COM.KY

EXHIBIT B