Post-Qualification Amendment of a Form 1-A Offering Statement — Regulation A/A+
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 1-A POS Post-Qualification Amendment of a Form 1-A HTML 5K
Offering Statement -- primary_doc.xml
2: PART II AND III Offering Statement - Parts II and III HTML 501K
3: EX1A-1 UNDR AGMT Managing Broker-Dealer Agreement by and HTML 288K
Between Crescent Securities Group, Inc. and Red
Oak Capital Fund V, LLC, as Amended
9: EX1A-3 HLDRS RTS First Amendment to Pledge and Security HTML 18K
Agreement
4: EX1A-3 HLDRS RTS First Supplemental Indenture, Dated as of HTML 27K August 12, 2021
5: EX1A-3 HLDRS RTS Form of A Bond HTML 42K
6: EX1A-3 HLDRS RTS Form of A R-Bond HTML 42K
7: EX1A-3 HLDRS RTS Form of B Bond HTML 42K
8: EX1A-3 HLDRS RTS Form of B R-Bond HTML 42K
10: EX1A-4 SUBS AGMT Subscription Agreement HTML 76K
11: EX1A-11 CONSENT Consent of Uhy LLP HTML 8K
12: EX1A-12 OPN CNSL Opinion of Kaplan, Voekler, Cunningham & HTML 14K
Frank, Plc Regarding Legality of the Bonds
‘EX1A-3 HLDRS RTS’ — First Supplemental Indenture, Dated as of August 12, 2021
THIS
FIRST SUPPLEMENTAL INDENTURE (this “First
Supplement”) is effective as of the 12th day of August
2021, by and between Red Oak Capital Fund V, LLC, a Delaware
limited liability company (the “Issuer”),
and UMB Bank, N.A., a national banking association (the
“Trustee”).
RECITALS
A. The Issuer and the
Trustee entered into that certain Indenture dated as of July 31,2020 (the “Original
Indenture”) pursuant to which the Trustee agreed to
serve as trustee under the Original Indenture, as more particularly
described in the Original Indenture for the consideration specified
therein.
B. The Issuer and
Trustee desire to amend the Original Indenture as set forth herein.
Capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Original Indenture.
AGREEMENT
NOW,
THEREFORE, in consideration of the promises and mutual agreements
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. The recitals and
introductory paragraphs hereof form a part of this First Supplement
as if fully set forth herein.
2. Section 1.01. The Original
Indenture is hereby revised by adding the following
definitions:
“B Bonds” are a series of Bonds
authorized for issuance under the Indenture, the form of which is
attached to this Indenture as Exhibit A-3.
“B R-Bonds” are a series of Bonds
authorized for issuance under the Indenture, the form of which is
attached to this Indenture as Exhibit A-4.
3. Section 1.01. The Original
Indenture is hereby revised by replacing the definition of
“Bonds” in its entirety and replaced with the
following, as applicable:
“Bonds” means any debt security
authorized, authenticated and delivered under this Indenture,
together with all classes, sub-classes, series and sub-series of
any such securities. As of the date of this Indenture, as amended,
the only Bonds available for issuance hereunder were A Bonds, A
R-Bonds, B Bonds and B R-Bonds.
4. The Original
Indenture is hereby revised by replacing any reference to
“Series A Bonds” to “A Bonds” and any
reference to “Series A R-Bonds” to “A
R-Bonds.”
5. All A Bonds issued
as of the date hereof shall be amended as follows: (i) all
references to “Series A Bonds” shall be replaced with
“A Bonds” and (ii) Section 1(a) of such Bonds shall be
revised according to the changes set forth below:
The
Company promises to pay interest on the principal amount of the
Series A Bonds
at 7.50% per annum from the date of issuance, up to but not
including,
the earlier of:
(i) December 31, 2026 or (ii) the second anniversary of
the termination of the offering (the “Maturity
Date”), in each
case, subject: (y) to the Company’s ability to extend
the Maturity Date for an additional six months in its sole and
absolute discretion by providing written notice of such extension
after the Repayment Election and at least 60 days prior to the
Maturity Date and (z) any renewal of the Series A Bonds as prescribed
in the Indenture. Any such renewal of a Series A Bond will be for a
term of five years. The Company will pay interest due on the
Series A Bonds
on the Interest Payment Dates. Interest on the Series A Bonds will accrue
from the most recent date interest has been paid or, if no interest
has been paid, from the date of issuance. The Company shall pay
interest on overdue principal and premium, if any, from time to
time on demand to the extent lawful at the interest rate applicable
to the Series A
Bonds; it shall pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day
months.
C:
6. All A R-Bonds
issued as of the date hereof shall be amended as follows: (i) all
references to “Series A R-Bonds” shall be replaced with
“A R-Bonds” and (ii) Section 1(a) of such Bonds shall
be replaced in its entirety according to the changes set forth
below:
The
Company promises to pay interest on the principal amount of the
Series A R-Bonds
at 7.50% per annum from the date of issuance, up to but not
including,
the earlier of:
(i) December 31, 2026 or (ii) the second anniversary of
the termination of the offering (the “Maturity
Date”), in each
case, subject: (y) to the Company’s ability to extend
the Maturity Date for an additional six months in its sole and
absolute discretion by providing written notice of such extension
after the Repayment Election and at least 60 days prior to the
Maturity Date and (z) any renewal of the Series A R-Bonds as
prescribed in the Indenture. Any such renewal of a Series A R-Bond will be for
a term of five years. The Company will pay interest due on the
Series A R-Bonds
on the Interest Payment Dates. Interest on the Series A R-Bonds will accrue
from the most recent date interest has been paid or, if no interest
has been paid, from the date of issuance. The Company shall pay
interest on overdue principal and premium, if any, from time to
time on demand to the extent lawful at the interest rate applicable
to the Series A
R-Bonds; it shall pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day
months.
7. Exhibit A. The Original
Indenture is hereby revised by:
a.
replacing Exhibit
A-1 to the Original Indenture with Exhibit A-1 to this First
Supplement;
b.
replacing Exhibit
A-2 to the Original Indenture with Exhibit A-2 to this First
Supplement;
c.
adding the Form of
B Bond, attached as Exhibit A-3 to this First
Supplement, as Exhibit A-4 to the Original Indenture;
and
d.
adding the Form of
Series B R-Bond, attached as Exhibit A-4 to this First
Supplement, as Exhibit A-4 to the Original Indenture.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have entered into this First
Supplement as of the 12th day of August 2021.
