Icsl1 56 Regulatory News (99XB)

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE 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 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 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.

In accordance with normal practice, none of the Issuer, the Solicitation Agent, the Note Trustee, the Security Trustee, the Agents or their affiliates (or their respective directors, employees, officers, consultants or agents) expresses any view or opinion whatsoever as to the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents (each as defined below) or the information set out in this Notice; and none of the Solicitation Agent, the Note Trustee nor the Security Trustee makes any representation or recommendation whatsoever as to any action to be taken or not taken by Noteholders in relation to the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them. Accordingly, the Issuer, the Solicitation Agent, the Note Trustee and the Security Trustee urge Noteholders who are in doubt as to the impact of the implementation of the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice or any document prepared in connection with any of them (including any tax or other consequences), to seek their own independent financial, tax and legal advice. Each of the Issuer, the Note Trustee, the Security Trustee and the Solicitation Agent has not made, nor will they make, any assessment of the merits of the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice or of the impact of the Proposed Base Rate Modification, the Proposed Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.

Income Contingent Student Loans 1 (2002-2006) PLC

(Registered Number: 10596240)

1 Bartholomew LaneLondon, United Kingdom, EC2N 2AX

(the "Issuer")

NOTICE OF BASE RATE MODIFICATION

to the holders of the following notes of the Issuer presently outstanding

£336,606,941.92 Class A1 Asset-Backed Floating Rate Notes due 2056 (ISIN: XS1722900518), £602,954,305.00 Class A2 Asset-Backed Fixed Rate Notes due 2056 (ISIN: XS1722900864), £120,610,000 Class B Notes due 2056 (ISIN: XS1722900948) and £1,919,125,000 Class X Notes due 2056(the "Noteholders" and the "Notes", respectively)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.

NOTICE IS HEREBY GIVEN by the Issuer to the Noteholders in accordance with Condition 16 (Notices to Noteholders) that the Issuer intends to amend the base rate component of the Interest Rate applicable to the Class A1 Notes on or around 6 May 2021, by amending the documents specified in this notice in order to effect the Proposed Amendments (as defined below).

1. We refer to the note trust deed dated 13 December 2017 between the Issuer and Citicorp Trustee Company Limited as note trustee (as amended, supplemented and restated from time to time, the "Note Trust Deed"), including the terms and conditions of the Notes set out at Schedule 6 thereto (the "Conditions"), pursuant to which the Notes were constituted on the terms and subject to the conditions contained therein.

2. Subject as otherwise provided in this notice and unless there is anything in the subject or context inconsistent therewith, all words and expressions defined in the Note Trust Deed shall have the same meanings in this notice.

3. Pursuant to Clause 9.2(g) of the Note Trust Deed and Condition 14.3(g) (Additional modification rights), the Note Trustee is obliged, without the consent or sanction of the Noteholders or any other Secured Creditor, to concur with the Issuer in making any modifications to the Notes, the Deed of Charge, the Note Trust Deed or any other Transaction Documents as are necessary or advisable in the reasonable judgement of the Issuer in order to enable the Issuer to amend the Applicable Base Rate to an Alternative Base Rate provided that (i) such modification is undertaken due to the circumstances set out in Clause 9.2 of the Note Trust Deed and Condition 14.3, (ii) the Alternative Base Rate is a rate that satisfies the requirements of Clause 9.2 of the Note Trust Deed and Condition 14.3 and (iii) the other procedural formalities of Clauses 9.2 of the Note Trust Deed and Condition 14.3 have been met.

4. The Issuer proposes to amend the Conditions (by supplementing the Note Trust Deed) and the Master Definitions and Construction Agreement (the Note Trust Deed and the Master Definitions and Construction Agreement being the "Amended Documents") as described below to:

(a) remove references to "LIBOR";

(b) change the Applicable Base Rate to refer to a "SONIA" based rate;

(c) change the interest rate calculation provisions in relation to the Applicable Base Rate to refer to a "SONIA" based rate; and

(d) change the margin payable on the Class A1 Notes in order to, so far as reasonably and commercially practicable, preserve what would have been the expected Interest Rate applicable to the Class A1 Notes had no Base Rate Modification been effected,

(such amendments together the "Proposed Base Rate Modification").

The Amended Documents can be viewed at the following link https://www.sf.citidirect.com, and the changes set out therein being the "Proposed Amendments".

5. The Proposed Base Rate Modification is being undertaken due to:

(a) a public statement by the Financial Conduct Authority of the UK (the "FCA") as supervisor of the administrator of LIBOR (which is the Applicable Base Rate) that LIBOR will be permanently or indefinitely discontinued with effect from a date no later than six months after the proposed effective date of such Base Rate Modification; and

(b) a public statement by the FCA as supervisor of the administrator of LIBOR (which is the Applicable Base Rate) that means LIBOR might no longer be used and that its usage is subject to restrictions or adverse consequences with effect from a date no later than six months after the proposed effective date of such Base Rate Modification,

where the proposed effective date is 25 July 2022 (being the first Distribution Date falling after the occurrence of the events set out in paragraph (a) and/or (b) above).

6. In connection with the Proposed Base Rate Modification, an adjustment to the margin payable on the Class A1 Notes will be made. The proposed method of calculation and intended date of calculation is set out in Appendix 1 (Note Rate Maintenance Adjustment) hereto. This adjustment is necessary, in the opinion of the Issuer, in order to, so far as reasonably and commercially practicable, preserve what would have been the expected Interest Rate applicable to the Class A1 Notes had no Base Rate Modification been effected.

7. Pursuant to Clause 9.2 of the Note Trust Deed and Condition 14.3 (Additional modification rights) the Note Trustee is required to concur with the Issuer in making the Proposed Base Rate Modification if:

(a) the Issuer has certified in writing to the Note Trustee that it has not been notified that Noteholders representing at least 10 per cent. of the aggregate Note Principal Amount of either the Class A1 Notes or the Class A2 Notes then Outstanding do not consent to the Proposed Base Rate Modification; and

(b) all other conditions set out in Condition 14.3 (Additional modification rights) have been satisfied.

8. Copies of the Note Trust Deed, drafts of the Amended Documents and related documents may be inspected in electronic or physical form during usual business hours at the registered office of the Issuer or the Principal Paying Agent. Capitalised terms used but not otherwise defined herein shall have the meanings given to them in the documents specified in this notice, as applicable.

9. Pursuant to Clause 9.2 of the Note Trust Deed and Condition 14.3, the Issuer has provided each of the Rating Agencies with notice in writing of the Proposed Base Rate Modification.

10. Noteholders holding Class A1 Notes or Class A2 Notes as at 6 April 2021 (the "Base Rate Modification Record Date") who wish to notify the Issuer that they object to the Proposed Amendments must do so by 4 p.m. (London time) on 26 April 2021 (the "Deadline"). No physical meetings of Noteholders will be held.

11. NO ACTION IS REQUIRED TO BE TAKEN BY ANY NOTEHOLDER WHO DOES NOT WISH TO OBJECT TO THE PROPOSED BASE RATE MODIFICATION.

12. Each Noteholder holding Class A1 Notes or Class A2 Notes that wishes to vote to object to the Proposed Amendments must ensure that it gives electronic voting instructions to the relevant clearing system (in accordance with that clearing system's procedures):

(a) TO REJECT the Proposed Amendments; and

(b) specifying the full name of the direct participant submitting the voting instruction and the account number(s) for the party making the voting submission(s),

such that the Tabulation Agent will receive that Noteholder's voting instructions on or before the Deadline.

13. Any beneficial owner of Class A1 Notes or Class A2 Notes who is not a direct participant in the clearing systems must contact its broker, dealer, bank, custodian, trust company or other nominee to arrange for the accountholder in Euroclear or Clearstream as the case may be, through which it holds Class A1 Notes or Class A2 Notes to deliver an electronic voting instruction in accordance with the requirements of the relevant clearing system.

14. By providing instructions as described above, each beneficial owner of the Notes authorises the clearing systems at which their account is maintained to disclose to the Tabulation Agent, the Principal Paying Agent, the Note Trustee and the Issuer, confirmation that they are the beneficial owner of such Class A1 Notes or Class A2 Notes and the Note Principal Amount of such Class A1 Notes or Class A2 Notes.

15. If "No" votes are received from Noteholders equal to at least 10 per cent. of the aggregate Note Principal Amount of either the Class A1 Notes or the Class A2 Notes then Outstanding by the Deadline, the Issuer will not be entitled to enter into the Proposed Amendments unless an Extraordinary Resolution of the Noteholders of the Senior Class then Outstanding is subsequently passed approving the Proposed Amendments. Following expiry of the Deadline, the Tabulation Agent will calculate the number of objection instructions received and notify each of the Issuer, the Note Trustee and the Security Trustee. If the 10 per cent. threshold is not reached, the Issuer, the Note Trustee, the Security Trustee and the other parties to the Amended Documents will, provided all other necessary conditions have been satisfied in accordance with the Transaction Documents and the Conditions, enter into the Amended Documents on or around 6 May 2021 and Noteholders will be bound by such Proposed Amendments. Votes delivered in favour of the Proposed Amendments, votes submitted by Noteholders holding Notes other than the Class A1 Notes and Class A2 Notes and votes submitted by Noteholders who were not Noteholders as at the Base Rate Modification Record Date will not be counted.

16. Additional notifications will be made to Noteholders in accordance with Condition 16 (Notices to Noteholders) as soon as reasonably practicable following the Deadline, notifying Noteholders of the voting results.

17. Noteholders with queries concerning the content of this Notice are kindly requested to contact the Issuer, the Secretary of State for Education in its capacity as the Master Servicer, HSBC Bank plc in its capacity as the solicitation agent (the "Solicitation Agent") or Lucid Issuer Services Limited as tabulation agent (the "Tabulation Agent") using the details set out below.

Contact Details:

This Notice is given by

Income Contingent Student Loans 1 (2002-2006) PLCas Issuer

Dated 26 March 2021

Appendix 1

Note Rate Maintenance Adjustment

The Proposal

Conversion of the base rate component of the Interest Rate applicable to the Class A1 Asset-Backed Floating Rate Notes due 2056 (XS1722900518) issued by Income Contingent Student Loans 1 (2002-2006) PLC (the "Notes") from LIBOR to SONIA, with a consequential adjustment to the current margin applicable to the Interest Rate payable on the Class A1 Notes.

Rationale for the Proposal

The margin applicable to the Interest Rate in relation to the Class A1 Notes on conversion of the base rate component of the Interest Rate applicable to the Class A1 Notes from LIBOR to SONIA will be amended to a margin which is equal to (a) the original Class A1 Note margin plus (b) the Rate Adjustment (as such term is defined below).

The Issuer, the Note Trustee, the Security Trustee and the other parties to the Amended Documents will enter into the Amended Documents on or around 6 May 2021 and Noteholders will be bound by such Proposed Amendments. The Distribution Date on which the change in reference rate from LIBOR to SONIA is proposed to occur will be the Distribution Date falling in July 2022, being 25 July 2022 (the "Effective Date").

For the avoidance of doubt, the reference rate applicable to the Notes up to but excluding the Effective Date will continue to be LIBOR and the interest payment made on the Effective Date will not be affected by the pricing methodology described herein.

The Margin Adjustment

The Interest Rate applicable to the Class A1 Notes will, with effect from the Effective Date, be an amount equal to the Compounded Daily SONIA plus:

A. 1.00 per cent.; plus

B. the Rate Adjustment,

(the "Adjusted Class A1 Margin").

Where "Rate Adjustment" means 0.4644%, being the Spread Adjustment (as defined in Supplement number 70 to the 2006 ISDA Definitions (the "ISDA IBORs Fallback Supplement")) for 12 month Sterling LIBOR, as specified on Bloomberg screen "SBP0012M Index", or any successor page, as calculated by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time) in relation to 12 month Sterling LIBOR.

The method of calculation specified for the purposes of calculating the Adjusted Class A1 Margin above accords with the methodology for such adjustments contained in the ISDA IBORs Fallback Supplement found at http://assets.isda.org/media/3062e7b4/23aa1658-pdf/.

The detailed provisions relating to the calculation of Compounded Daily SONIA are set out in the Amended Documents.