Last checked at 4 Jun 2010 16:48
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 advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser WHO, if you are TAKING ADVICE in the United Kingdom, IS DULY authorised under the Financial Services and Markets Act 2000.
FOSSE MASTER ISSUER PLC
NOTICE
to the holders (together, the Noteholders) of the outstanding
$1,200,000,000 Class A1 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A: US34988WAB00/Reg S: XS0513923614 Common Code: 051404076) €500,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0513927797 Common Code: 051392779) £210,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0513929900 Common Code: 051392990) £251,000,000 Class Z Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0513941194 Common Code: 051394119)(the 2010-2 Notes)
£205,000,000 Class A1 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0493851298 Common Code: 049385129) €775,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0493852858 Common Code: 049385285) £525,000,000 Class A3 Asset Backed Fixed Rate Notes due October 2054 (ISIN: XS0493854631 Common Code: 049385463) £389,000,000 Class Z Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0493858202 Common Code: 049385820)(the 2010-1 Notes)
€400,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0383827051 Common Code: 038382705)(the 2008-1 Notes)
US$450,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A:US34988MAJ53/Reg S: XS0312388209 Common Code: 031238820) €685,000,000 Class A3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0312388548 Common Code: 031238854) £775,000,000 Class A4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0312388621 Common Code: 031238862) US$500,000,000 Class A5 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A US34988MAN65/Reg S: XS0312915340 Common Code: 031291534)(the 2007-1 Notes)
US$1,250,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A: US34988MAB28/Reg S: XS0274284792 Common Code: 27428479) €937,500,000 Class A3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274289759 Common Code: 27428975) £542,000,000 Class A4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274293785 Common Code: 27429378) US$45,000,000 Class B2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A: US34988MAD83/Reg S: XS0274285682 Common Code: 27428568) €37,000,000 Class B3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274290252 Common Code: 27429025) £16,750,000 Class B4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274294163 Common Code: 27429416) US$34,500,000 Class M2 Asset Backed Floating Rate Notes due October 2054 (ISIN: Rule 144A: US34988MAF32/ Reg S: XS0274287621 Common Code: 27428762) €27,500,000 Class M3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274291060 Common Code: 27429106) £13,750,000 Class M4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274294759 Common Code: 27429475) US$40,500,000 Class C2 Asset Backed Floating Rate Notes due October 2054 (Rule 144A: US34988MAG15/Reg S: XS0274288942 Common Code: 27428894) €22,500,000 Class C3 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274291656 Common Code: 27429165) £6,250,000 Class C4 Asset Backed Floating Rate Notes due October 2054 (ISIN: XS0274294916 Common Code: 27429491) (the 2006-1 Notes and, together with the 2007-1 Notes, the 2008-1 Notes, the 2010-1 Notes and the 2010-2 Notes, the Notes)
As previously notified to you on 28 May 2010 (the Part VII Effective Date) a transfer of the business of Alliance & Leicester plc (A&L) to Santander UK plc (Santander UK) under a bank business transfer scheme (the Part VII scheme) pursuant to Part VII of the Financial Services and Markets Act 2000 became effective on the Part VII Effective Date, whereupon Santander UK replaced A&L as Seller, Servicer, Beneficiary (of the Mortgages Trust), Cash Manager, Funding 1 Swap Provider, Funding 1 Start-up Loan Provider, Issuer Cash Manager, an Issuer Swap Provider (with respect to the €400,000,000 Class A2 Asset Backed Floating Rate Notes due October 2054) and Secretarial Services Provider.
Concurrently with the issuance of the 2010-2 Notes on 3 June 2010 and in connection with the Part VII Scheme, certain amendments have been made to the Mortgage Sale Agreement to entitle the Seller to give a notice requiring it to thereafter repurchase all Loans the subject of a Product Switch from that date forward until such notice is revoked (similar to the arrangements for the Seller to give a notice requiring it to thereafter repurchase all Loans the subject of a Further Advance from that date forward until such notice is revoked), a new irrevocable power of attorney (the Original Seller Power of Attorney) has been granted by A&L to Santander UK, the Mortgages Trustee, Funding 1, the Funding 1 Security Trustee, any Further Funding Company and any Further Funding Security Trustee (the transfer of which was excluded under the Part VII Scheme) to further facilitate the registration of the Northern Irish registered charges that remain registered in the name of A&L from the Part VII Effective Date at a subsequent time in the name of Santander UK or the Mortgages Trustee (as applicable) and consent has been obtained from the Funding 1 Security Trustee under the Servicing Agreement for Santander UK in its capacity as the Servicer to delegate the performance of certain of its servicing obligations under the Servicing Agreement to Geoban UK Limited (Geoban), a wholly owned subsidiary of Banco Santander.
Further details regarding the above arrangement are contained in the supplement dated 26 May 2010 to the base prospectus dated 8 March 2010.
In addition, certain amendments have been made to the Funding 1 Swap Agreement in order to comply with recent changes to ratings criteria of the Rating Agencies.
Copies of the amendments made to the Transaction Documents are available for inspection during normal business hours at the registered office of the Note Trustee, being 400 Madison Avenue - 4th Floor, New York, New York 10017, and at the registered office of the Issuer, being at 35 Great St. Helen's, London EC3A 6AP, and the specified office for the time being of the Principal Paying Agent, being at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, and the U.S. Paying Agent, being at 14th Floor, 388 Greenwich Street, New York, New York 10013.
Capitalised terms used, but not defined, in this notice shall have the meanings given thereto in the Master Definitions and Construction Schedule dated 28 November 2006 (as amended and restated on 1 August 2007 and 20 December 2007, as amended on 23 November 2009 and as further amended and restated on 11 March 2010) or, as applicable, the Issuer Master Definitions and Construction Schedule dated 6 November 2006 (as amended and restated on 14 December 2006 and 11 March 2010).
ISSUING AND PRINCIPAL PAYING AGENT
Citibank, N.A., London Branch
21st Floor
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
This notice is given by FOSSE MASTER ISSUER PLC on 4 June 2010.