ROCKALL CLO B.V. - Irish Stock Exchange

this Condition 14 (Meetings of Noteholders, Modification, Waiver and Substitution) are
descriptive of the detailed provisions of the Trust Deed.
(b)
Decisions and Meetings of Noteholders
(i)
(ii)
General
Decisions may be taken by Noteholders by way of Ordinary Resolution or
Extraordinary Resolution, in each case, either acting together or, to the extent
specified in any applicable Transaction Document, as a Class of Noteholders acting
independently. Such Resolutions can be effected either at a duly convened meeting of
the applicable Noteholders or by the applicable Noteholders resolving in writing, in
each case, in at least the minimum percentages specified in the table "Minimum
Percentage Voting Requirements" in Condition 14(b)(iii) (Minimum Voting Rights)
below. Meetings of the Noteholders may be convened by the Issuer, the Trustee or by
one or more Noteholders holding not less than 10 per cent. in Principal Amount
Outstanding of the Notes of a particular Class in aggregate, subject to certain
conditions including minimum notice periods.
The Trustee may, in its discretion, determine that any proposed Ordinary Resolution
or Extraordinary Resolution affects only the Holders of one or more Classes of Notes,
in which event the required quorum and minimum percentage voting requirements of
such Ordinary Resolution or Extraordinary Resolution may be determined by
reference only to the Holders of that Class or Classes of Notes and not the Holders of
any other Notes as set forth in the tables below.
Quorum
The quorum required for any meeting convened to consider an Ordinary Resolution or
Extraordinary Resolution, in each case, of all the Noteholders or of a specified Class
of Noteholders, or at any adjourned meeting to consider such a Resolution, shall be
as set out in the relevant column and row corresponding to the type of Resolution in
the table "Quorum Requirements" below.
Quorum Requirements
Type of Resolution
Extraordinary Resolution of all
Noteholders (or a certain Class
or certain Classes only)
Ordinary Resolution of all
Noteholders (or a certain Class
or certain Classes only)
Any meeting other than a
meeting adjourned for want of
quorum
Two or more persons holding or
representing not less than (a) if
there is a Majority Senior Holder
at such time, 90 per cent. or (b)
if there is no Majority Senior
Holder at such time, 66 2/3 per
cent., in each case of the
aggregate Principal Amount
Outstanding of each Class of
Notes (or the relevant Class or
Classes only, if applicable)
Two or more persons holding or
representing not less than
10 per cent. of the aggregate
Principal Amount Outstanding of
each Class of Notes (or the
relevant Class or Classes only, if
applicable)
Meeting previously adjourned
for want of quorum
Two or more persons holding or
representing Notes of each
Class of Notes regardless of the
aggregate Principal Amount
Outstanding of each Class of
Notes (or the relevant Class or
Classes only, if applicable) so
held or represented
Two or more persons holding or
representing Notes of each
Class of Notes regardless of the
aggregate Principal Amount
Outstanding of each Class of
Notes (or the relevant Class or
Classes only, if applicable) so
held or represented
(iii)
Minimum Voting Rights
Set out in the table "Minimum Percentage Voting Requirements" below are the
minimum percentages required to pass the Resolutions specified in such table which,
(A) in the event that such Resolution is being considered at a duly convened meeting
of Noteholders, shall be determined by reference to the percentage which the
aggregate Principal Amount Outstanding of Notes held or represented by any person
or persons entitled to vote any applicable Notes who votes or vote in favour of such
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