Notice to Noteholders re Amendments (6922L)

TIDM76VK

RNS Number : 6922L

Cooper's Hill Funding PLC

03 August 2011

3 August 2011

Cooper's Hill Funding PLC (the Issuer)

The following is a notice to the holders of the Notes (as defined below) issued by the Issuer on 30 October 2009.

The Issuer wishes to give notice to the holders (the Noteholders) of the:

GBP7,160,920,000 Class A-1 Asset Backed Floating Rate Notes due October 2060

(ISIN: XS0459040241 - Common Code 045904024)

GBP2,059,540,000 Class A-2 Asset Backed Floating Rate Notes due October 2060

(ISIN: XS0459046792 - Common Code 045904679)

GBP342,000,000 Class B Asset Backed Floating Rate Notes due October 2060

(ISIN: XS0459049200 - Common Code 045904920)

GBP168,000,000 Class C Asset Backed Floating Rate Notes due October 2060

(ISIN: XS0459049549 - Common Code 045904954)

GBP210,000,000 Class D Asset Backed Floating Rate Notes due October 2060

(ISIN: XS0459049978 - Common Code 045904997)

(together, the Notes)

each issued by the Issuer and constituted by a Trust Deed dated 30 October 2009 (as supplemented and amended) between the Issuer and BNY Mellon Corporate Trustee Services Limited (the Note Trustee) as trustee for the Noteholders

On 6 July 2011, following the approval of the Noteholders by written Extraordinary Resolution dated 6 July 2011 and with the consent of the Secured Creditors (other than the Security Trustee and the Note Trustee) party to the Deed of Charge, various supplemental deeds and agreements amending and/or restating the Liquidity Facility Agreement, the Cash Management Agreement, the Trust Deed (including the Conditions), the Deed of Charge, the Agency Agreement, the Bank Account Agreement, the Servicing Agreement, the Loan Facility Agreement, the Mortgage Sale Agreement, the Interest Rate Swap Agreement and the Master Definitions and Construction Schedule were entered into by the parties thereto (among other things) to amend those documents to comply with S&P's Structured Finance report entitled "Counterparty and Supporting Obligations Methodology and Assumptions" dated 6 December 2010 as amended and partially superseded by the update entitled "Counterparty and Supporting Obligations Update" dated 13 January 2011 (together the Amendment Documents) and in addition the Z Loan Facility Agreement was entered into and the proceeds of the Z Loan Facility used to redeem the Class A-1 Notes in part and the Class A-3 Notes in full in accordance with the Amendment Documents on 11 July 2011. The Class A-3 Notes have been cancelled in accordance with the Conditions following their redemption in full. The amendments to the Conditions included (among others) the inclusion of new redemption provisions in relation to the Class A-1 Notes and the Class A-3 Notes pursuant to which the Class A-1 Notes and the Class A-3 Notes were redeemed as referred to above, the removal of Relevant Step-up Fees and Step-up Amounts in respect of all Classes of the Notes and the inclusion of new modification provisions relating to the Interest Rate Swap Agreement to the extent that the Security Trustee is required to enter into such modifications pursuant to Part 5(v) thereof to implement the New Ratings Criteria (as defined in the Conditions).

Copies of the Amendment Documents and the Z Loan Facility Agreement are available for inspection by Noteholders at the specified offices of the Principal Paying Agent set out below:

 
           PRINCIPAL PAYING AGENT 
  The Bank of New York Mellon, London Branch 
                 40th Floor, 
              One Canada Square, 
                London E14 5AL

All defined terms, unless defined herein or the context otherwise requires, shall have the meanings given to them in the Master Definitions and Construction Schedule as amended and restated on 6 July 2011, except the terms Relevant Step-up Fees and Step-up Amounts shall have the meaning given to them in the Master Definitions and Construction Schedule dated 30 October 2009 (prior to it being amended and restated on 6 July 2011).

For further information, please contact:

Cooper's Hill Funding plc

c/o SFM Corporate Services Limited

35 Great St. Helen's

London EC3A 6AP

Telephone : 020 7398 6300

Fax : 020 7398 6325

NOTHING IN THIS NOTICE CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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