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Last checked at 
10 Feb 2017 16:25
10 February 2017
NOTICE
TRFC 2015-1 PLC
company with limited liability incorporated under the laws of England and Wales,with company number 9693502, and having its registered office at 35 Great St. Helen's, London, EC3A 6AP
Notice to the holders of
£29,500,000 Secured RPI-Linked Notes due 2035 (ISIN XS1324479184)
(the Notes)
Capitalised terms used herein and not specifically defined will bear the same meaning as in the Borrower Master Definitions Schedule and the Issuer Master Definitions Schedule, each dated 16 December 2015 (as amended and restated from time to time).
NOTICE IS HEREBY GIVEN by TRFC 2015-1 PLC (the Issuer) that a deed of amendment (the Deed of Amendment) has been signed by (inter alia) the Issuer, Legal & General Investment Management Limited as Noteholder Representative, the Note Trustee and the Facility Agent on 10 February 2017 in relation to:
(1) amendments to the repayment schedule of the Borrower Loan Agreement and the scheduled amortisation table set out in paragraph (b)(i) of Condition 8 as set out in more detail below;(2) amendments to the financial model; and(3) the proposed termination of the O&M Contracts and execution of new O&M contracts by the Borrowers.Pursuant to the Deed of Amendment, the repayment schedule of schedule 5 of the Borrower Loan Agreement is deleted and replaced by the following schedule:
Loan Interest Payment Date | Principal Due | Principal Due (per Nominal Holding of £100,000) | Loan Interest Payment Date | Principal Due | Principal Due (per Nominal Holding of £100,000) |
1-Sep-16 | 564,681.87 | 1,914.18 | 1-Mar-26 | 419,603.20 | 1,422.38 |
1-Mar-17 | 1,071,458.64 | 3,632.07 | 1-Sep-26 | 1,090,035.98 | 3,695.04 |
1-Sep-17 | 1,152,247.76 | 3,905.92 | 1-Mar-27 | 413,131.82 | 1,400.45 |
1-Mar-18 | 569,477.51 | 1,930.43 | 1-Sep-27 | 1,076,880.26 | 3,650.44 |
1-Sep-18 | 1,144,869.46 | 3,880.91 | 1-Mar-28 | 412,682.88 | 1,398.93 |
1-Mar-19 | 576,123.69 | 1,952.96 | 1-Sep-28 | 1,064,674.61 | 3,609.07 |
1-Sep-19 | 1,136,201.43 | 3,851.53 | 1-Mar-29 | 412,724.28 | 1,399.07 |
1-Mar-20 | 582,355.79 | 1,974.09 | 1-Sep-29 | 1,052,114.67 | 3,566.49 |
1-Sep-20 | 1,131,182.13 | 3,834.52 | 1-Mar-30 | 412,674.63 | 1,398.90 |
1-Mar-21 | 589,317.13 | 1,997.69 | 1-Sep-30 | 1,039,445.72 | 3,523.54 |
1-Sep-21 | 1,124,630.70 | 3,812.31 | 1-Mar-31 | 412,862.26 | 1,399.53 |
1-Mar-22 | 595,733.92 | 2,019.44 | 1-Sep-31 | 1,028,200.73 | 3,485.43 |
1-Sep-22 | 1,118,621.46 | 3,791.94 | 1-Mar-32 | 416,596.08 | 1,412.19 |
1-Mar-23 | 533,368.56 | 1,808.03 | 1-Sep-32 | 1,009,675.77 | 3,422.63 |
1-Sep-23 | 1,112,948.17 | 3,772.71 | 1-Mar-33 | 408,867.52 | 1,385.99 |
1-Mar-24 | 435,174.99 | 1,475.17 | 1-Sep-33 | 998,506.66 | 3,384.77 |
1-Sep-24 | 1,103,419.87 | 3,740.41 | 1-Mar-34 | 409,366.09 | 1,387.68 |
1-Mar-25 | 427,881.97 | 1,450.45 | 1-Sep-34 | 987,962.57 | 3,349.03 |
1-Sep-25 | 1,097,575.70 | 3,720.60 | 1-Mar-35 | 366,723.50 | 1,243.13 |
Pursuant to the Deed of Amendment, paragraph (b)(i) of Condition 8 is deleted and replaced by the following:
"(i) The Issuer shall, on each Note Interest Payment Date falling before the Final Maturity Date and any service of an Issuer Acceleration Notice (as defined in Condition 11(b)), redeem each Note in instalments, at a price equal to:
(A) the Nominal Principal Amount; multiplied by
(B) the original Outstanding Principal Amount of such Note; divided by
(C) the Nominal Holding,
together with accrued but unpaid interest thereon (subject to indexation in accordance with Condition 7 (Payments and Indexation), such redemption being a Mandatory Scheduled Redemption.
For the purposes of determining the Nominal Principal Amount, the principal due in respect of each Nominal Holding under this Condition 8(b)(i) on each Note Interest Payment Date shall be as follows:
Note Interest Payment Date | Principal Due (per Nominal Holding of £100,000) | Note Interest Payment Date | Principal Due (per Nominal Holding of £100,000 |
4-Sep-16 | 1,914.18 | 4-Mar-26 | 1,422.38 |
4-Mar-17 | 3,632.07 | 4-Sep-26 | 3,695.04 |
4-Sep-17 | 3,905.92 | 4-Mar-27 | 1,400.45 |
4-Mar-18 | 1,930.43 | 4-Sep-27 | 3,650.44 |
4-Sep-18 | 3,880.91 | 4-Mar-28 | 1,398.93 |
4-Mar-19 | 1,952.96 | 4-Sep-28 | 3,609.07 |
4-Sep-19 | 3,851.53 | 4-Mar-29 | 1,399.07 |
4-Mar-20 | 1,974.09 | 4-Sep-29 | 3,566.49 |
4-Sep-20 | 3,834.52 | 4-Mar-30 | 1,398.90 |
4-Mar-21 | 1,997.69 | 4-Sep-30 | 3,523.54 |
4-Sep-21 | 3,812.31 | 4-Mar-31 | 1,399.53 |
4-Mar-22 | 2,019.44 | 4-Sep-31 | 3,485.43 |
4-Sep-22 | 3,791.94 | 4-Mar-32 | 1,412.19 |
4-Mar-23 | 1,808.03 | 4-Sep-32 | 3,422.63 |
4-Sep-23 | 3,772.71 | 4-Mar-33 | 1,385.99 |
4-Mar-24 | 1,475.17 | 4-Sep-33 | 3,384.77 |
4-Sep-24 | 3,740.41 | 4-Mar-34 | 1,387.68 |
4-Mar-25 | 1,450.45 | 4-Sep-34 | 3,349.03 |
4-Sep-25 | 3,720.60 | 4-Mar-35 | 1,243.13 |
In respect of each Note, the principal due in respect of a Nominal Holding in accordance with the above, multiplied by the original Outstanding Principal Amount of such Note and divided by the Nominal Holding (such product being the scheduled principal due in respect of such Note) shall be a Scheduled Note Amortisation Amount and a Note Amortisation Amount for such Note."
A copy of the Deed of Amendment may be inspected on written request at the offices of the Issuer and the Paying Agent during normal business hours for so long as the Notes remain outstanding.
This Notice is given by:
TRFC 2015-1 PLC
35 Great St. Helen's
London, EC3A 6AP
10 February 2017
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