Notification to the ISE Carlyle Global Market Strategies Euro CLO 2015-3 D.A.C. 3rd Floor, Kilmore House Park Lane Spencer Dock Dublin 1 Ireland 23 November 2016 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (the Class A-1 Notes ) 75,600,000 Class A-2 Senior Secured Floating Rate Notes due 2029 (the Class A-2 Notes ) 33,800,000 Class B Senior Secured Deferrable Floating Rate Notes due 2029 (the Class B Notes ) 20,600,000 Class C Senior Secured Deferrable Floating Rate Notes due 2029 (the Class C Notes ) 31,200,000 Class D Senior Secured Deferrable Floating Rate Notes due 2029 (the Class D Notes ) 15,700,000 Class E Senior Secured Deferrable Floating Rate Notes due 2029 (the Class E Notes ) 55,100,000 Subordinated Notes due 2029 (the Subordinated Notes, together with the Class A-1 Notes, the Class-A2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the Notes ) Class A-1 CM Removal and Replacement Voting Notes Class A-1 CM Removal and Replacement Non-Voting Notes Class A-1 CM Removal and Replacement Exchangeable Non- Voting Notes Class A-2 CM Removal and Replacement Voting Notes Class A-2 CM Removal and Replacement Non-Voting Notes Class A-2 CM Removal and Replacement Exchangeable Non- Voting Notes Class B CM Removal and Replacement Voting Notes Class B CM Removal and Replacement Non-Voting Notes Class B CM Removal and Replacement Exchangeable Non- Voting Notes Class C CM Removal and Replacement Voting Notes Class C CM Removal and Replacement Non-Voting Notes Regulation S Notes ISIN Common Code Regulation 144A Notes ISIN Common Code XS1331791787 133179178 XS1331826245 133182624 XS1331801099 133180109 XS1331829934 133182993 XS1332079299 133207929 XS1332080115 133208011 XS1331801412 133180141 XS1331830353 133183035 XS1331805835 133180583 XS1331835824 133183582 XS1332079455 133207945 XS1332080461 133208046 XS1331809316 133180931 XS1331839222 133183922 XS1332079539 133207953 XS1332080974 133208097 XS1332079612 133207961 XS1332081279 133208127 XS1331812708 133181270 XS1331842523 133184252 XS1332079885 133207988 XS1332081436 133208143
Class C CM Removal and Replacement Exchangeable Non- Voting Notes XS1332079968 133207996 XS1332081782 133208178 Class D Notes XS1331815719 133181571 XS1331845625 133184562 Class E Notes XS1331815982 133181598 XS1331849296 133184929 Subordinated Notes XS1331820396 133182039 XS1331852837 133185283 The Notes were issued by Carlyle Global Market Strategies Euro CLO 2015-3 D.A.C. (the Issuer ) and are constituted by a trust deed dated 29 December 2015 (the Trust Deed ). Capitalised terms used but not defined herein have the meanings set out in the Trust Deed. The Issuer hereby gives notice that it is proposing to make certain amendments (the Amendments ) to the Trust Deed and to the Collateral Management and Administration Agreement: (1) in order to allow the Issuer to acquire Collateral Enhancement Obligations; and (2) in order to clarify when the Trading Requirements will no longer be in effect. The Amendments would be executed pursuant to an amendment deed (the Amendment Deed ) to be entered into between, inter alios, the Issuer and State Street Bank and Trust Company (the Trustee ). Prior to the Amendment Deed being executed, in accordance with the terms of the Conditions and the Trust Deed, the Issuer will seek the following: (i) the consent of the Class A-1 Noteholders acting by Ordinary Resolution; (ii) (with regard to certain Amendments only) the consent of the Trustee that any modifications are not materially prejudicial to the interests of the Noteholders of such Class; and (iii) the consent of the Hedge Counterparty in accordance with the Hedge Agreement. Following receipt of the aforementioned consents, the parties will execute the Amendment Deed in order to effect the Amendments and the Issuer will provide an updated notice to the Irish Stock Exchange regarding same in due course. The form Notice to the Class A-1 Noteholders to be processed through the clearing system is scheduled hereto and contains the form Amendment Deed (annexed thereto). ONLY CLASS A-1 NOTEHOLDERS WILL NEED TO TAKE ANY ACTION WITH REGARD TO THE SCHEDULED NOTICE. This Notice is given by: Carlyle Global Market Strategies Euro CLO 2015-3 D.A.C. Enquiries should be directed to the Collateral Manager: Attn: Colin Atkins/Stuart MacKenzie/Justin Plouffe CELF Advisors LLP Lansdowne House 57 Berkeley Square London W1J 6ER Facsimile: +44 20 7894 1647 Email: colin.atkins@carlyle.com stuart.mackenzie@carlyle.com; and justin.plouffe@carlyle.com
SCHEDULE FORM NOTICE TO NOTEHOLDER
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE CLASS A-1 NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom), or from another appropriately authorised independent financial adviser and such other professional advice from your own professional advisors as you deem necessary. This Notice is addressed only to holders of the Class A-1 Notes (as defined below) and persons to whom it may otherwise be lawful to distribute it ("relevant persons"). It is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Notice relates is available only to relevant persons and will be engaged in only with relevant persons. If you have recently sold or otherwise transferred your entire holding(s) of Class A-1 Notes referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR, ANY SECURITIES OF THE ISSUER OR ANY OTHER ENTITY IN ANY JURISDICTION. 1
CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 D.A.C. 3rd Floor, Kilmore House Park Lane Spencer Dock Dublin 1 Ireland 22 November 2016 Notice to holders of Class A-1 Notes (the "Notice") CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 D.A.C. (a designated activity company incorporated under the laws of Ireland with registered number 566222 and having its registered office in Ireland) (the "Issuer") Up to 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (in the form of CM Removal and Replacement Voting Notes - Regulation S ISIN: XS1331791787; Rule 144A ISIN: XS1331826245) Up to 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (in the form of CM Removal and Replacement Non-Voting Notes - Regulation S ISIN: XS1331801099; Rule 144A ISIN: XS1331829934) Up to 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (in the form of CM Removal and Replacement Exchangeable Non-Voting Notes - Regulation S ISIN: XS1332079299; Rule 144A ISIN: XS1332080115) (together, the "Class A-1 Notes") We refer to a trust deed dated 29 December 2015 between (amongst others) the Issuer, State Street Bank and Trust Company Limited as trustee (the "Trustee") and CELF Advisors LLP as collateral manager (the "Collateral Manager") (the "Trust Deed"), including the conditions of the Notes set out therein (the "Conditions"), pursuant to which the Class A-1 Notes were constituted on the terms and subject to the conditions contained therein. Capitalised terms used but not otherwise defined in this Notice shall have the meaning given thereto in the Trust Deed. 1. Proposed Amendments 1.1 Please take notice that the Issuer wishes to amend the definition of Trading Requirements set out in schedule 3 (Conditions of the Notes) of the Trust Deed and make certain other consequential amendments and additional changes in connection therewith (as detailed in the form of amendment deed set out in the Annex to the Proposed Written Resolution (as defined below)) in order to provide the Collateral Manager with the flexibility to acquire Collateral Enhancement Obligations and to clarify when the Trading Requirements will no longer be in effect (the "Proposed Amendments"). 1.2 The Proposed Amendments shall be effected in accordance with the procedure set out in clause 27.2 (Modification and waiver) of the Trust Deed and by the execution of an amendment deed, amending the relevant provisions of the Trust Deed and the Collateral Management and Administration Agreement, entered into by each of the parties thereto (substantially in the form set out in the Annex to the Proposed Written Resolution (as defined below)) (the "Amendment Deed"). 2. Conditions 2.1 Clause 27 (Waiver, Determination and Modification) of the Trust Deed provides that prior to certain of the Proposed Amendments becoming effective the following be obtained: 2
(a) (b) the consent of the Class A-1 Noteholders acting by Ordinary Resolution; and prior written consent of the Trustee that any modifications (being sought pursuant to Condition 14(c)(xiii) (Modification and Waiver)) are, in the opinion of the Trustee, not materially prejudicial to the interests of the Noteholders of any Class (the Trustee Consent Letter ); 2.2 The response of the Hedge Counterparty to confirm whether the Proposed Amendments will have a material adverse effect on the rights or obligations of the Hedge Counterparty pursuant to Part 1(r) (Amendment to Transaction Documents) of the Schedule to the Hedge Agreement. 3. Consent 3.1 Consent of the Class A-1 Noteholders is being sought pursuant to the Proposed Written Resolution. 3.2 The Trustee provided the Trustee Consent Letter directly to the Issuer on 8 June 2016. 3.3 The Hedge Counterparty confirmed on 15 March 2016 that the Proposed Amendments will not have a material adverse effect on the rights or obligations of the Hedge Counterparty pursuant to Part 1(r) (Amendment to Transaction Documents) of the Schedule to the Hedge Agreement. 4. Basis of Proposed Amendments 4.1 Section 619 of the Dodd Frank Act (the Volcker Rule ) prevents banking entities (a term which includes affiliates of a U.S. banking organisation as well as affiliates of a foreign banking organisation that has a branch or agency office in the U.S., regardless where such affiliates are located) from (i) engaging in proprietary trading in financial instruments, or (ii) acquiring or retaining any ownership interest in, or in sponsoring, a covered fund, subject to certain exemptions. 4.2 An ownership interest is defined widely and may arise through a holder s exposure to the profit and losses of the covered fund, as well as through any right of the holder to participate in the selection or removal of an investment advisor, manager, or general partner, trustee, or member of the board of directors of the covered fund. 4.3 A covered fund is defined widely, and includes any issuer which would be an investment company under the Investment Company Act 1940 (the Investment Company Act ) but is exempt from registration solely in reliance on section 3(c)(1) or 3(c)(7) of that Act, subject to certain exemptions found in the Volcker Rule s implementing regulations. 4.4 In connection with the Transaction the Issuer is relying on an exclusion from the definition of (a) investment company, and from the resulting requirement to register under the Investment Company Act and (b) covered fund for the purposes of the Volcker Rule, both of which in turn depend on the Issuer not being an investment company required to register under the Investment Company Act by reason of Rule 3a-7 thereunder ( Rule 3a-7 ). The Issuer s affairs have therefore been structured to comply with the requirements of Rule 3a-7 under the Investment Company Act. 4.5 So long as the Issuer is relying on the exclusion from the Investment Company Act provided by Rule 3a-7 thereunder it will not acquire or dispose of a Collateral Obligation unless certain conditions are met (such conditions, the Trading Requirements ) which include (i) that the acquisition or disposal of Collateral Obligations for the primary purpose of recognising gains or decreasing losses from market value changes is not permitted and (ii) any additional purchase or sale of eligible assets (as defined in Rule 3a-7 under the Investment Company Act) is permitted only if the purchase or sale does not result in a downgrading of the Issuer s outstanding Notes. 3
4.6 Trading Requirements is defined in the Trust Deed and the Conditions as follows: Trading Requirements means: (a) (b) (c) (d) a Collateral Obligation, Collateral Enhancement Obligation, Exchanged Equity Security or Eligible Investment, if being acquired by the Issuer, is an eligible asset under Rule 3a-7; such Collateral Obligation, Collateral Enhancement Obligation, Exchanged Equity Security or Eligible Investment is being acquired or disposed of in accordance with the terms and conditions set forth in the Trust Deed and the Collateral Management and Administration Agreement; the acquisition or disposition of such Collateral Obligation, Collateral Enhancement Obligation, Exchanged Equity Security or Eligible Investment does not result in a reduction or withdrawal of the then current rating issued by any Rating Agency on any Class of Notes (other than the Subordinated Notes) then outstanding; and such Collateral Obligation, Exchanged Equity Security or Eligible Investment is not being acquired or disposed of for the primary purpose of recognising gains or decreasing losses resulting from market value changes. 4.7 Pursuant to the definition of Trading Requirements, the Collateral Manager is restricted from causing the Issuer to acquire any Collateral Obligation, Collateral Enhancement Obligation, Exchanged Equity Security or Eligible Investment which is not an eligible asset as defined under Rule 3a-7. 4.8 Rule 3a-7 requires that the payments on an issuer s securities depend primarily on the cash flow from eligible assets. The Securities and Exchange Commission (the SEC ) has taken a position (the SEC Guidance ) on the meaning of primarily in this context and concluded that when at least 85% of the return on an issuer s securities are generated by eligible assets the payments on such securities depend primarily on the cash flow from eligible assets. Therefore on the basis of the SEC Guidance, 15% of the payments on an issuer s securities may depend on assets which do not meet the definition of eligible assets under Rule 3a-7 ( non-eligible assets ). 4.9 Legal practitioners in the CLO market today regard Collateral Enhancement Obligations to potentially constitute non-eligible assets due to their nature and thus outside the scope of the definition of eligible assets under Rule 3a-7. As a result of this current market thinking, limb (a) of the definition of Trading Requirements (outlined above) may restrict the Collateral Manager (on behalf of the Issuer) from acquiring Collateral Enhancement Obligations. 4.10 In order to remedy this restriction, the definition of Trading Requirements should be amended to include the following proviso after limb (d) (the Amendment ): provided that, in the case of Collateral Enhancement Obligations only, the requirement in paragraph (a) above may be waived in order that it is no longer applicable following receipt by the Issuer or the Collateral Manager (on behalf of the Issuer) and the Trustee of legal advice from reputable legal counsel knowledgeable in such matters to the effect that to do so would not result in the Issuer being construed as a covered fund in relation to any holder of the Outstanding Notes for the purposes of the Volcker Rule. Request Paragraph 12 (Written Resolutions) of schedule 5 (Provisions for Meetings of the Noteholders of Each Class) to the Trust Deed provides that a resolution in writing signed by or on behalf of 4
Noteholders holding, in respect of an Ordinary Resolution, more than 50 per cent., of the aggregate Principal Amount Outstanding of Notes entitled to be voted in respect of such Resolution had a meeting in respect thereof been convened, shall for all purposes be as valid and effective as a Resolution passed at a meeting of the Noteholders of such Class. The Issuer hereby requests that the holders of more than 50 per cent. of the Principal Amount Outstanding of the Class A-1 Notes approve the Proposed Amendments by passing a resolution in writing in the form attached hereto in the Schedule (Form of Written Resolution) to this Notice (the "Proposed Written Resolution"). If so sanctioned, the Proposed Written Resolution shall for all purposes be as valid and effective as an Ordinary Resolution passed at a meeting for the Class A-1 Noteholders duly convened and held. Accordingly, holders of the Class A-1 Notes are requested to approve and pass the Proposed Written Resolution in accordance with the applicable procedure set out below by no later than 5 p.m. (London time) on 12 December 2016 (the "Approval Deadline"). Class A-1 Noteholders are advised that subject to the Trustee having received signed Written Resolutions together with satisfactory evidence of holding (as described below) from the holders of more than 50 per cent. of the aggregate Principal Amount Outstanding of the Class A-1 Notes (the "Approval Condition") the Proposed Written Resolution shall be passed on 12 December 2016 at 5 p.m. (London time) or (2) such earlier date on which the Approval Condition is satisfied. Any holders of the Class A-1 Notes with questions relating to the Proposed Amendment are kindly requested to contact the Collateral Manager using the details provided below. Each holder of the Class A-1 Notes is solely responsible for making its own independent appraisal of all matters (including those relating to this Notice, the Class A-1 Notes and the Issuer) as such holder deems appropriate, and each holder must make its own decision as to whether to consent to the Proposed Amendments and to sign the Proposed Written Resolution. In accordance with normal practice, the Trustee has not been involved in the formulation or negotiation of the Proposed Amendments or the Proposed Written Resolution outlined in this Notice, and the Trustee does not expresses any opinion or make any representations as to the merits of the Proposed Amendments or the Proposed Written Resolution (which they have not been involved in drafting) nor does the Trustee express any opinion on whether holders of the Class A-1 Notes would be acting in their best interests voting for or against the Proposed Amendments, but the Trustee has authorised it to be stated that on the basis of the information contained in this Notice that it has no objection to the Proposed Amendments or the Proposed Written Resolution being submitted to holders of the Class A-1 Notes for their consideration. Holders of the Class A-1 Notes should take their own independent advice on the merits and consequences of signing or not signing the Proposed Written Resolution, including any tax consequences. The Trustee is not responsible for the accuracy, completeness, validity, relevance, sufficiency or correctness of the statements made in this Notice (including for the avoidance of doubt any information stated to be provided by the Issuer) or omissions herein and makes no representation that all relevant information has been disclosed to the holders of the Class A-1 Notes in or pursuant to this Notice. Nothing in this Notice should be construed as a recommendation to the holders of the Class A-1 Notes from the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent to vote in favour of, or against, any of the Proposed Amendments or the Proposed Written Resolution. No person has been authorised to make any recommendation on behalf of the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent as to whether or how the holders of the Class A-1 Notes should vote pursuant to the Proposed Written Resolution. No person has been authorised to give any information, or to make any representation in connection therewith, other 5
than those contained herein. If made or given, such recommendation or any such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent. This Notice does not constitute or form part of, and should not be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity in any jurisdiction. The distribution of this Notice may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this Notice comes are required by the Issuer, the Trustee, the Collateral Administrator and the Principal Paying Agent to inform themselves about, and to observe, any such restrictions. This Notice does not constitute a solicitation in any circumstances in which such solicitation is unlawful. None of the Issuer, the Trustee, the Collateral Administrator or the Principal Paying Agent will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions. Procedure for Voting Any holder of the Class A-1 Notes wishing to elect to approve the Proposed Amendments should: 1. complete and sign the attached Proposed Written Resolution (as applicable); 2. forward the signed Proposed Written Resolution, together (to the extent not already provided) with evidence of their interest in the relevant Notes in a form satisfactory to the Trustee, by email to Thomas Sheehan (Thomas.Sheehan@statestreet.com) and Brandon Gagne (Brandon.Gagne@statestreet.com); and 3. give irrevocable instructions to the relevant Clearing Systems to block Class A-1 Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to the Class A-1 Notes at any time after such date until the earlier of (i) the date that the Proposed Written Resolution has been passed or (ii) two Business Days immediately following the Approval Deadline. Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System. Class A-1 Noteholders who do not wish to approve the Proposed Written Resolution need take no action. The Class A-1 Notes are represented by global notes and are registered in the name of a nominee as common depositary (the "Nominee"), and held for Euroclear and Clearstream, Luxembourg (the "Clearing Systems"). By forwarding a signed Written Resolution as described above, each beneficial owner of the Class A-1 Notes will confirm that they have authorised the Clearing Systems at which their account is maintained to disclose to each of the addressees of the Proposed Written Resolution confirmation that they are the beneficial owner of such Class A-1 Notes and the Principal Amount Outstanding of such Class A-1 Notes. Any holder of the Class A-1 Notes who does not wish to approve the Proposed Amendments need take no action but may be bound by any Written Resolutions which are subsequently passed. This Notice is issued by: CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 D.A.C. 3rd Floor, Kilmore House, Park Lane, Spencer Dock, Dublin 1, Ireland By: 6
Contact Details: To the Issuer: Carlyle Global Market Strategies Euro CLO 2015-3 D.A.C. Address: 3rd Floor Kilmore House Park Lane Spencer Dock Dublin 1 Ireland Attention: Facsimile: Telephone The Directors +353 (0)1 614 6250 +353 (0)1 614 6240 Email: ireland@tmf-group.com To the Collateral Manager: CELF Advisors LLP Address: Attention: Lansdowne House 57 Berkeley Square London W1J 6ER Colin Atkins Stuart MacKenzie Justin Plouffe Email: colin.atkins@carlyle.com stuart.mackenzie@carlyle.com justin.plouffe@carlyle.com To the Trustee and Principal Paying Agent State Street Bank and Trust Company Address: 1 Iron Street Boston MA 02210 Attention: Structured Trust and Analytics Facsimile: +1 617 937 4358 Email: Brian.Peterson@statestreet.com Thomas.Sheehan@statestreet.com STA_TeamA@StateStreet.com 7
SCHEDULE FORM OF WRITTEN RESOLUTION To: State Street Bank and Trust Company (as Trustee) 1 Iron Street Boston MA 02210 Attention: Structured Trust and Analytics Facsimile: +1 617 937 4358 State Street Bank and Trust Company (as Collateral Administrator and Principal Paying Agent) 1 Iron Street Boston MA 02210 Attention: Structured Trust and Analytics Facsimile: +1 617 937 4358 Copy to: Carlyle Global Market Strategies Euro CLO 2015-3 D.A.C. (as Issuer) 3rd Floor Kilmore House Park Lane Spencer Dock Dublin 1 Ireland Attention The Directors Facsimile +353 (0)1 614 6250 Telephone +353 (0)1 614 6240 CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 D.A.C. (a designated activity company incorporated under the laws of Ireland with registered number 566222 and having its registered office in Ireland) (the "Issuer") Up to 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (in the form of CM Removal and Replacement Voting Notes - Regulation S ISIN: XS1331791787; Rule 144A ISIN: XS1331826245) Up to 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (in the form of CM Removal and Replacement Non-Voting Notes - Regulation S ISIN: XS1331801099; Rule 144A ISIN: XS1331829934) Up to 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (in the form of CM Removal and Replacement Exchangeable Non-Voting Notes - Regulation S ISIN: XS1332079299; Rule 144A ISIN: XS1332080115) (together, the "Class A-1 Notes") We refer to a trust deed dated 29 December 2015 between (amongst others) the Issuer, State Street Bank and Trust Company Limited as trustee (the "Trustee") and CELF Advisors LLP as collateral manager (the "Collateral Manager") (the "Trust Deed"), including the conditions of the Notes set out therein (the "Conditions"), pursuant to which the Class A-1 Notes were constituted on the terms and subject to the conditions contained therein and to the notice given by 8
the Issuer to the holders of the Class A-1 Notes dated November 2016 (as such notice may be amended and/or supplemented from time to time, the "Notice"). Capitalised terms used but not otherwise defined in this Written Resolution shall have the meaning given thereto in the Trust Deed or the Notice. We, the undersigned, confirm that, as of the date hereof, we are the beneficial holder of Principal Amount Outstanding of the Class A-1 Notes. Conditional upon your receipt of similar Written Resolutions from other holders of the Class A-1 Notes who, together with our holding of the Class A-1 Notes, hold more than 50 per cent. of the aggregate Principal Amount Outstanding of the Class A-1 Notes, and concurrently with such other Written Resolutions, we hereby authorise the approval of this Written Resolution and: 1. consent to and approve the amendment to the definition of "Trading Requirements" set out in schedule 3 (Conditions of the Notes) of the Trust Deed and to make certain other amendments in connection therewith (as detailed in the form of amendment deed set out in the Annex hereto in order to provide the Collateral Manager with the flexibility to acquire Collateral Enhancement Obligations and to clarify when the Trading Requirements will no longer be in effect (the "Proposed Amendments"). 2. authorise, request and direct the Trustee to (i) concur with and agree to the Proposed Amendments and (ii) to execute the Amendment Deed (substantially in the form annexed hereto); 3. resolve that any and every modification, waiver, abrogation, variation, compromise of, or arrangement in respect of, the rights of the holders of the Class A-1 Notes against the Issuer whether such rights shall arise under the Trust Deed, the Conditions or otherwise, involved in or resulting from or to be effected by the Proposed Amendments or the authorisation referred to in this Written Resolution and their implementation thereof be and are hereby approved; 4. acknowledge that the Proposed Amendments will not become effective until (i) more than 50 per cent of the aggregate Principal Amount Outstanding of the Class A-1 Notes have resolved to approve the Proposed Amendments by way of Written Resolution, (ii) the Trustee provides prior written consent that certain of the Proposed Amendments (those being sought pursuant to Condition 14(c)(xiii) (Modification and Waiver)) are not materially prejudicial to the interests of the Noteholders of any Class, (iii) the Amendment Deed is executed by the parties thereto and (iv) the response of the Hedge Counterparty that the Proposed Amendments will not have a material adverse effect on the rights or obligations of the Hedge Counterparty. 5. irrevocably waive any claim against the Issuer or the Trustee which arises as a result of any loss or damage to the holders of the Notes suffered or incurred as a result of the Issuer or the Trustee following the terms of this Written Resolution and the implementation of this Written Resolution (including for the avoidance of doubt, the directions and/or instructions contained herein); 6. approve that neither the Issuer nor the Trustee shall have liability and irrevocably waive any claims against the Issuer and the Trustee for acting upon this Written Resolution and the implementation of the Written Resolution even though it may be subsequently found that there is a defect in this Written Resolution or that for any reason this Written Resolution is not valid or binding upon the holders of the Notes; 7. approve that the Issuer and the Trustee be and are hereby authorised and instructed not to obtain any legal opinions in relation to, or to make any investigation or enquiry into the power and capacity of any person to enter into the Amendment Deed or the due execution and delivery thereof and that they shall not be liable to any holder of the Notes for the failure to do so or for any consequences thereof; 22 9
8. discharge, exonerate and indemnify the Issuer and the Trustee from all liability for which they may have become responsible to the holders of the Notes or may become responsible under the Trust Deed or the Notes in respect of any act or omission in connection with this Written Resolution and its implementation or any Written Resolutions of the holders of the Notes given in relation thereto (including specifically any amendments agreed by the Trustee on the holders of the Class A-1 Notes' behalf to any of the Transaction Documents for the purpose of implementing this Written Resolution); and 9. agree that this Written Resolution shall take effect as a Written Resolution pursuant to paragraph 12 (Written Resolutions) of schedule 5 (Provisions for Meetings of the Noteholders of each Class) to the Trust Deed. We hereby acknowledge and represent that, in connection with the Proposed Amendments and the entry into, and the confirming of the execution of, the Amendment Deed that: 1. none of the parties to the Amendment Deed are acting as a fiduciary or financial or investment adviser for us; 2. we are not relying (for purposes of making any investment decision or advice) upon any advice, counsel or representations (whether written or oral) of any of the parties to the Amendment Deed; 3. none of the parties to the Amendment Deed have given (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of the Amendment Deed; 4. we have consulted with our own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent deemed necessary, and have made our own investment decisions (including decisions regarding the suitability of any transaction pursuant to the documentation) based upon our own judgement and upon any advice from such advisers as deemed necessary and not upon any view expressed by the parties to the Amendment Deed; 5. we are signing this Written Resolution with a full understanding of all of the terms, conditions and risks hereof and thereof (economic and otherwise), and we are capable of assuming and willing to assume (financially and otherwise) those risks; 6. we are sophisticated investors familiar with transactions similar to our investment in the Class A-1 Notes and we are acting for our own account, and have made our own independent decisions in respect of the passing this Written Resolution and agreeing to (i) the Proposed Amendments and (ii) execution of the Amendment Deed based upon our own judgement and upon advice from such advisers as we have deemed necessary; and 7. we have given irrevocable instructions to the relevant Clearing Systems to block the Class A-1 Notes in the securities account to which they are credited with effect from and including the day such instruction is delivered to the relevant Clearing System so that no transfers may be effected in relation to the Class A-1 Notes at any time after such date until the earlier of (i) the date that this Written Resolution has been passed or (ii) two Business Days immediately following the Approval Deadline. Notes should be blocked in accordance with the procedures of the relevant Clearing System and the deadlines required by the relevant Clearing System. We have also authorised the Clearing System at which our account is maintained to disclose to each of the addressees of this Written Resolution confirmation that we are the beneficial owner of the Class A-1 Notes referred to above. 10
This Written Resolution and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law. Signed for and on behalf of [Insert name of holder and capacity of person signing on behalf of the holder] Date: 2016 11
ANNEX Form of Amendment Deed 1
Weil, Gotshal & Manges 110 Fetter Lane London EC4A 1AY +44 20 7903 1000 main tel +44 20 7903 0990 main fax weil.com EXECUTION VERSION NOVEMBER 2016 AMENDMENT DEED between CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 D.A.C. as Issuer STATE STREET BANK AND TRUST COMPANY as Trustee STATE STREET BANK AND TRUST COMPANY as Collateral Administrator, Custodian, Principal Paying Agent, Calculation Agent, Account Bank, Information Agent, Registrar, U.S. Paying Agent and Transfer Agent and CELF ADVISORS LLP as Collateral Manager and Retention Holder in relation to a TRUST DEED DATED 29 DECEMBER 2015 and a COLLATERAL MANAGEMENT AND ADMINISTRATION AGREEMENT DATED 29 DECEMBER 2015 WEIL:\95596865\12\33867.0021
TABLE OF CONTENTS Clause Page 1 DEFINITIONS AND INTERPRETATION...2 2 AMENDMENT OF THE TRUST DEED...2 3 AMENDMENT OF THE CONDITIONS...3 4 AMENDMENT OF THE COLLATERAL MANAGEMENT AND ADMINISTRATION AGREEMENT...3 5 IMPLEMENTATION OF MODIFICATION TO THE CONDITIONS...4 6 CONSENTS...4 7 CONTINUATION OF THE TRUST DEED AND THE COLLATERAL MANAGEMENT AND ADMINISTRATION AGREEMENT...5 8 GENERAL...5 9 COUNTERPARTS...5 10 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999...5 11 GOVERNING LAW AND JURISDICTION...5 WEIL:\95596865\12\33867.0021
THIS AMENDMENT DEED is made on November 2016 between the following parties: (1) CARLYLE GLOBAL MARKET STRATEGIES EURO CLO 2015-3 D.A.C., a designated activity company incorporated under the laws of Ireland with registered number 566222 and having its registered office at 3rd Floor, Kilmore House, Park Lane, Spencer Dock, Dublin 1, Ireland (the Issuer ); (2) STATE STREET BANK AND TRUST COMPANY, a trust company formed under the laws of the Commonwealth of Massachusetts, USA, of 1 Iron Street, Boston, MA 02210 as collateral administrator (the Collateral Administrator, which expression shall include any successor collateral administrator appointed under the Collateral Management and Administration Agreement), as custodian (the Custodian, which expression shall include any successor or substitute custodian appointed under the Agency and Account Bank Agreement), as principal paying agent (the Principal Paying Agent, which expression shall include any successor or substitute principal paying agent appointed under the Agency and Account Bank Agreement), as calculation agent (the Calculation Agent, which expression shall include any successor or substitute calculation agent appointed under the Agency and Account Bank Agreement), as registrar (the Registrar, which expression shall include any successor or substitute registrar appointed under the Agency and Account Bank Agreement), as U.S. paying agent (the U.S. Paying Agent, which expression shall include any successor or substitute U.S. paying agent appointed under the Agency and Account Bank Agreement), as custodian (the Custodian, which expression shall include any successor or substitute custodian appointed under the Agency and Account Bank Agreement), as transfer agent (the Transfer Agent, which expression shall include any successor or substitute transfer agent appointed under the Agency and Account Bank Agreement), as account bank (the Account Bank, which expression shall include any successor or substitute account bank appointed under the Agency and Account Bank Agreement) and as information agent (the Information Agent, which expression shall include any successor or substitute information agent appointed under the Collateral Management and Administration Agreement); (3) STATE STREET BANK AND TRUST COMPANY, a trust company formed under the laws of the Commonwealth of Massachussetts, USA, of 1 Iron Street, Boston, MA 02210 (the Trustee, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of the Trust Deed) as trustee for the Noteholders and as security trustee for the Secured Parties; and (4) CELF ADVISORS LLP, a limited liability partnership incorporated in England and Wales under the Limited Liability Partnerships Act 2000 with registered number OC357078 and whose registered office is at Lansdowne House, 57 Berkeley Square, London W1J 6ER (the Collateral Manager, which expression shall include any successor collateral manager appointed under the Collateral Management and Administration Agreement and as the Retention Holder ); each a Party and together the Parties. NOW THIS AMENDMENT DEED witnesses and it is hereby declared as follows: WHEREAS (A) The Issuer previously issued the 285,000,000 Class A-1 Senior Secured Floating Rate Notes due 2029 (the Class A-1 Notes ), 75,600,000 Class A-2 Senior Secured Floating Rate Notes due 2029 (the Class A-2 Notes ), 33,800,000 Class B Senior Secured Deferrable Floating Rate Notes due 2029 (the Class B Notes ), 20,600,000 Class C Senior Secured Deferrable Floating Rate Notes due 2029 (the Class C Notes ), 31,200,000 Class D Senior Secured Deferrable Floating Rate Notes due 2029 (the Class D Notes ), 15,700,000 Class E Senior Secured Deferrable Floating Rate Notes due 2029 (the Class E Notes, and, together with the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the Rated Notes ), and 55,100,000 Subordinated Notes due 2029 (the Subordinated 1 WEIL:\95596865\12\33867.0021
Notes and, together with the Rated Notes, the Notes ) each constituted by the trust deed dated 29 December 2015 and entered into between the Parties (the Trust Deed ). (B) (C) (D) (E) The Notes were issued in connection with a CLO transaction (the Transaction ) to be managed by the Collateral Manager pursuant to a collateral management and administration agreement dated 29 December 2015 and entered into between the Issuer, the Collateral Manager, the Trustee, the Collateral Administrator, the Custodian and the Information Agent (the Collateral Management and Administration Agreement ). Certain amendments (the Amendments ) are being sought to allow the Collateral Manager (on behalf of the Issuer) to waive the Trading Requirements in order to allow the Collateral Manager (on behalf of the Issuer) to acquire Collateral Enhancement Obligations, such assets being considered outside the scope of eligible assets under Rule 3a-7. In accordance with guidance published by the Securities and Exchange Commission, 15 per cent. of the payments on the Notes may depend primarily on assets such as Collateral Enhancement Obligations which do not meet the definition of eligible assets under Rule 3a-7. The Amendments are also being sought to clarify when the Trading Requirements will no longer be in effect. In connection with the Amendments the following consents have been obtained on or around the date first written above: (i) the consent of the Class A-1 Noteholders acting by Ordinary Resolution; (ii) the prior written consent of the Trustee that the modifications being sought pursuant to Condition 14(c)(xiii) (Modification and Waiver) are not materially prejudicial to the interests of the Noteholders of any Class; (iii) the consent of the Trustee that the modifications being sought pursuant to Condition 14(c)(xxviii) (Modification and Waiver) are to conform the provisions of the Trust Deed and the Collateral Management and Administration Agreement to the Offering Circular; and (iv) the response of the Hedge Counterparty in accordance with the Hedge Agreement. In order to effect the Amendments each of the Parties wishes to amend certain provisions of the Trust Deed (including the Conditions scheduled thereto) and the Collateral Management and Administration Agreement (together, the Documents ). IT IS AGREED as follows: 1 DEFINITIONS AND INTERPRETATION 1.1 Capitalised terms used but not otherwise defined in this Amendment Deed shall have the meanings given to them in the Documents, whether defined therein or by reference to another agreement. 1.2 Clause headings are for ease of reference only and do not form part of this Amendment Deed. 2 AMENDMENT OF THE TRUST DEED 2.4 With effect from (and including) the date of this Amendment Deed, the modification to the Trust Deed specified below shall be deemed effective and the Trust Deed and this Amendment Deed shall be read and construed as a single document: Clause 11.43(d) (Rule 3a-7) shall be amended and restated to read as follows: (d) For so long as any of the Notes remain Outstanding, the Issuer covenants to the Trustee on behalf of the holders of such Outstanding Notes that (to the extent applicable) it will not, unless and until the Issuer or the Collateral Manager (on behalf of the Issuer) elects (by notice to the Trustee and the Noteholders) to rely solely on the exemption under Section 3(c)(7) under the Investment Company Act and no longer rely on the exclusion from the Investment Company Act provided by Rule 3a-7, following receipt by the Issuer or the Collateral Manager 2 WEIL:\95596865\12\33867.0021
(on behalf of the Issuer) of a legal opinion (which shall be addressed to the Trustee) from reputable international legal counsel knowledgeable in such matters to the effect that to do so would not result in the Issuer being construed as a covered fund in relation to any holder of Outstanding Notes for the purposes of the Volcker Rule and, for so long as any of the Class A-1 Notes remain Outstanding, the holders of the Class A-1 Notes, acting by way of an Ordinary Resolution, have consented thereto, acquire or dispose of any item of Collateral or other eligible asset (as defined in Rule 3a-7) for the primary purpose of recognising gains or decreasing losses resulting from market value changes and will otherwise comply with the Trading Requirements (as long as they are applicable). For the avoidance of doubt, at all times thereafter, there will be no Trading Requirements, and all references to such requirements in this Deed shall no longer be in effect. 3 AMENDMENT OF THE CONDITIONS 3.4 With effect from (and including) the date of this Amendment Deed, the modification to the Conditions specified below (the Condition Amendment ) shall be deemed effective: The definition of Trading Requirements contained in the Conditions shall be amended and restated to read as follows: Trading Requirements means: (a) (b) (c) (d) Collateral Obligation, Collateral Enhancement Obligation, Exchanged Equity Security or Eligible Investment, if being acquired by the Issuer, is an eligible asset under Rule 3a-7; such Collateral Obligation, Collateral Enhancement Obligation, Exchanged Equity Security or Eligible Investment is being acquired or disposed of in accordance with the terms and conditions set forth in the Trust Deed and the Collateral Management and Administration Agreement; the acquisition or disposition of such Collateral Obligation, Collateral Enhancement Obligation, Exchanged Equity Security or Eligible Investment does not result in a reduction or withdrawal of the then current rating issued by any Rating Agency on any Class of Notes (other than the Subordinated Notes) then outstanding; and such Collateral Obligation, Exchanged Equity Security or Eligible Investment is not being acquired or disposed of for the primary purpose of recognising gains or decreasing losses resulting from market value changes, provided that, in the case of Collateral Enhancement Obligations only, the requirement in paragraph (a) above may be waived in order that it is no longer applicable following receipt by the Issuer or the Collateral Manager (on behalf of the Issuer) and the Trustee of legal advice from reputable legal counsel knowledgeable in such matters to the effect that to do so would not result in the Issuer being construed as a covered fund in relation to any holder of the Outstanding Notes for the purposes of the Volcker Rule. 4 AMENDMENT OF THE COLLATERAL MANAGEMENT AND ADMINISTRATION AGREEMENT 4.1 With effect from (and including) the date of this Amendment Deed, the modifications to the Collateral Management and Administration Agreement specified below shall be deemed effective and the Collateral Management and Administration Agreement and this Amendment Deed shall be read and construed as a single document: WEIL:\95596865\12\33867.0021 3
(a) Clause 3.4 (Advice of Counsel) shall be amended and restated to read as follows: Where the Collateral Manager believes there to be any ambiguity with respect to whether any Collateral Obligation satisfies any of the Eligibility Criteria (including the Restructured Obligation Criteria), the Trading Requirements (so long as they are applicable) or the Reinvestment Criteria, as the case may be, which has a legal aspect, it may seek advice on behalf of itself and the Issuer from external legal counsel in the relevant jurisdiction(s) as to whether such criterion is satisfied or in the case of the Trading Requirements (as long as they are applicable), advice from reputable legal counsel knowledgeable in such matters to the effect that to waive the Collateral Enhancement Obligation criterion only under the Trading Requirements would not result in the Issuer being construed as a covered fund in relation to any holder of the Outstanding Notes for the purposes of the Volcker Rule. The costs and expenses incurred in connection with obtaining such legal advice shall be paid in accordance with Clause 17.4 (Expenses). (b) Clause 16(e)(i) (Obligations of the Collateral Manager) shall be amended and restated to read as follows: (i) activities other than purchasing, holding and selling eligible assets as defined in Rule 3a-7 and in accordance with the Trading Requirements to the extent applicable (c) Clause 32.5(r) (Covenants of the Collateral Manager) shall be amended and restated to read as follows: (r) It will not (on behalf of the Issuer) acquire or dispose of any Collateral or other eligible asset as defined in Rule 3a-7 for the primary purpose of recognising gains or decreasing losses resulting from market value changes, unless and until the Issuer or the Collateral Manager (on behalf of the Issuer) elects (by notice to the Trustee and the Noteholders) to rely solely on the exemption under Section 3(c)(7) under the Investment Company Act and no longer rely on the exclusion from the Investment Company Act provided by Rule 3a-7 following receipt by the Issuer or the Collateral Manager (on behalf of the Issuer) of a legal opinion (which shall be addressed to the Trustee) from reputable international legal counsel knowledgeable in such matters to the effect that to do so would not result in the Issuer being construed as a covered fund in relation to any holder of Outstanding Notes for the purposes of the Volcker Rule and, for so long as any of the Class A-1 Notes remain Outstanding, the holders of the Class A-1 Notes, acting by way of an Ordinary Resolution, have consented thereto, in which case, at all times thereafter, there will be no Trading Requirements, and all references to such requirements in this Agreement shall no longer be in effect. 5 IMPLEMENTATION OF MODIFICATION TO THE CONDITIONS Each Noteholder may place an appropriate notation relating to the Condition Amendment on their respective Notes. Additionally, the Issuer in exchange for all Notes held by such Noteholder may issue and authenticate new Notes that reflect the Condition Amendment. Failure to make the appropriate notation or issue new Notes shall not affect the validity and effect of the Condition Amendment. 6 CONSENTS In accordance with clause 27.2 (Modification and waiver) of the Trust Deed and Condition 14(c) (Modification and Waiver) of the Conditions each Party hereby gives its consent to the Amendments. WEIL:\95596865\12\33867.0021 4