TIDM69JE
NOTICE TO NOTEHOLDERS
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank, manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom) or from an appropriately authorised independent financial adviser (if you are resident outside the United Kingdom).
The date of this notice is 2 November 2009.
Metrix Funding No. 1 PLC(Registered No: 5490390)(the "Issuer")(a public limited company with limited liability incorporated under the laws of England and Wales)
GBP500,000,000 Class A1 Floating Rate Notes due 2019(REG S ISIN: XS0235174934)(144A CUSIP: 591930 AF 9)
EUR700,000,000 Class A2 Floating Rate Notes due 2019(REG S ISIN: XS0235175584)(144A CUSIP: 591930 AG 7)
$1,261,000,000 Class A3 Floating Rate Notes due 2019(REG S ISIN: XS0235175741)(144A CUSIP: 591930 AA 0)
GBP44,000,000 Class B1 Floating Rate Notes due 2019(REG S ISIN: XS0235176046)
EUR29,940,000 Class B2 Floating Rate Notes due 2019(REG S ISIN: XS0235176392)
$10,000,000 Class B3 Floating Rate Notes due 2019(REG S ISIN: XS0235176475)(144A CUSIP: 591930 AB 8)
GBP32,000,000 Class C1 Floating Rate Notes due 2019(REG S ISIN: XS0235176632)
EUR56,200,000 Class C2 Floating Rate Notes due 2019(REG S ISIN: XS0235176806)
GBP36,000,000 Class D1 Floating Rate Notes due 2019(REG S ISIN: XS0235177366)
EUR50,300,000 Class D2 Floating Rate Notes due 2019(REG S ISIN: XS0235177796)
GBP30,000,000 Class E1 Floating Rate Notes due 2019(REG S ISIN: XS0235178091)
EUR27,030,000 Class E2 Floating Rate Notes due 2019(REG S ISIN: XS0235178174)
$3,000,000 Class E3 Floating Rate Notes due 2019(REG S ISIN: XS0235178414)(144A CUSIP: 591930 AE 2)
GBP40,000,000 Class F Floating Rate Notes due 2019(REG S ISIN: XS0235687133)
(the "Notes")
Deutsche Trustee Company Limited (the "Trustee") has been informed by ING Bank N.V. (acting through its London Branch) ("ING") that on 3 September 2009 Standard and Poor's Rating Services ("S&P") downgraded the short-term credit rating of the Liquidity Facility Provider from A-1+ to A-1 (the "S&P Downgrade").
Liquidity Facility Agreements
Pursuant to Clause 17.1.2 of the US dollar liquidity facility agreement dated 23 November 2005 (the "USD Liquidity Facility Agreement") between the Issuer, the Trustee and ING (as Liquidity Facility Provider), ING (as Liquidity Facility Provider) represents and warrants to the Issuer that it has a credit rating which is equal to or better than the Required Rating and it is not on "credit watch" or comparable status.
Pursuant to Clause 17.1.2 of the sterling central liquidity facility agreement dated 23 November 2005 (the "Sterling Liquidity Facility Agreement") between the Issuer, the Trustee and ING (as Liquidity Facility Provider), ING (as Liquidity Facility Provider) represents and warrants to the Issuer that it has a credit rating which is equal to or better than the Required Rating and it is not on "credit watch" or comparable status.
Pursuant to Clause 17.1.2 of the euro liquidity facility agreement dated 23 November 2005 (the "Euro Liquidity Facility Agreement" and together with the USD Liquidity Facility Agreement and the Sterling Liquidity Facility Agreement, the "Liquidity Facility Agreements") between the Issuer, the Trustee and ING (as Liquidity Facility Provider), ING (as Liquidity Facility Provider) represents and warrants to the Issuer that it has a credit rating which is equal to or better than the Required Rating and it is not on "credit watch" or comparable status.
As a result of the S&P Downgrade, ING ceases to be rated at or above the Required Rating and, under the terms of each of the Liquidity Facility Agreements, the Issuer may make a drawing of a Liquidity Facility Standby Loan within 30 days after the date on which the Liquidity Facility Provider ceases to have the Required Rating.
The Trustee has received the following requests from ING in its capacity as Liquidity Facility Provider in relation to the S&P Downgrade:
1. that the Trustee grant a temporary waiver in respect of the time required for the Issuer to take any of the actions set out under the Liquidity Facility Agreements such that the time period within which the Issuer is required to take any such actions is extended from 30 days after the date on which the Liquidity Facility Provider ceases to have the Required Rating to (and including) 2 December 2009 (the "TemporaryWaiver"); and
2. that the Trustee agrees to the modification of the definition of "Required Rating" under the Liquidity Facility Agreements to short-term credit rating by S&P of A-1 which reflects the current rating criteria of S&P in relation to transaction direct support counterparties (and any other consequential modifications as the Trustee may determine), subject to S&P confirming ("S&P Confirmation") in writing that its current rating of the relevant Notes in question will not be withdrawn or adversely affected thereby (the "Proposal").
Noteholders should be aware that in May 2007 S&P revised its criteria for counterparties in structured finance transactions so that the acceptable minimum required ratings for counterparties under transactions completed after S&P's May 2007 announcement has been lowered to a short-term credit rating of A-1 in respect of transaction direct support counterparties. ING's adjusted short-term rating by S&P therefore meets S&P's revised criteria for counterparties in structured finance transactions in respect of transaction direct support counterparties.
The Trustee has granted the Temporary Waiver referred to in paragraph 1 above.
The Trustee is minded to concur with the Liquidity Facility Provider and is of the opinion that the implementation of the Proposal will not be materially prejudicial to the interests of the holders of each Class of Notes on the basis, inter alia, that the S&P Confirmation will be obtained prior to amendments described in paragraph 2 above becoming effective. Accordingly, the Trustee will consent to the implementation of the Proposal (noting that the Proposal by definition cannot be implemented without the S&P Confirmation) pursuant to Clauses 24.1 and 25.1 of the Trust Deed unless the Trustee receives notice of objection to such Proposal from a significant proportion of Noteholders (by value) within 30 calendar days of the date of this notice (the "Noteholder Notice Period").
Action by Noteholders in case of objection to Proposal
Unless a significant proportion of Noteholders (by value) object within the Noteholder Notice Period, the conditional exercise of discretion by the Trustee shall be unconditional in this respect. Noteholders who wish to obtain further information in relation to the amendment should contact the Trustee in writing at the address specified below and provide proof of their beneficial holding in the Notes within thirty calendar days from and including the date of this notice.
Noteholders who do not object to the Proposal need take no action.
Noteholders who wish to obtain further information or have any queries in regard to the Proposal may contact the Trustee, the Issuer or the Liquidity Facility Provider in accordance with the details provided below or their usual contact at HSBC Bank plc.
Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the definitions set out in Part A (Definitions) of the master definitions schedule which is dated 23 November 2005and signed for the purpose of identification by, inter alios, the Liquidity Facility Provider, the Issuer and the Trustee.
Deutsche Trustee Company Limited2 November 2009
Trustee
Deutsche Trustee Company Limited
Winchester House
1 Great Winchester Street
London
EC2N 2DB
Attention: The Managing Director (TSS-SFS)
Fax No: +44 (0)207 547 6732
Issuer
Metrix Funding No. 1 PLC
35 Great St. Helen's
London EC3A 6AP
Attention: The Directors
Liquidity Facility Provider
ING Bank N.V. (acting through its London Branch)
60 London Wall
London EC2M 5TQ
Telephone: +44 (0) 20 7767 1688
Fax: +44 (0) 20 7767 7324
Attention: Roxanne George/Joanne O'Keeffe
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