THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE NOTES. IF APPLICABLE, ALL DESPOSITARIES, 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, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Markets and Services Act 2000 (if you are in the United Kingdom) or other appropriately authorised independent financial adviser.
If you have recently sold or otherwise transferred your entire holding(s) of the 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.
FAIRHOLD SECURITISATION LIMITED
(incorporated with limited liability in Cayman Islands with registration number 153441)
to the holders of the outstanding
£413,700,000 Class A Secured Floating Rate notes due 2017
(the Class A Notes)
£29,800,000 Class B Secured Floating Rate Notes due 2017
(the Class B Notes)
(collectively referred to as the Notes)
The Issuer refers to the following previous notice issued by the Issuer on 6 July 2012 (the Previous Notice).
Words and expressions used in this Notice and not defined herein shall have the meaning given to them (i) in the Amended and Restated Master Definitions and Construction Agreement dated 16 May 2007, signed for identification by, amongst others, the Issuer and the Note Trustee and (ii) the Previous Notice.
The Issuer wishes to correct an error in the text in of the Extraordinary Resolution to be proposed at the Meetings of the Noteholders to be held on 30 July 2012 (as set out in paragraph 2 of the Previous Notice) whereby the amount of "£325,200,000" referred to in paragraph (a)(ii) of the proposed Extraordinary Resolution should refer to "£325,200".
Accordingly, the following is the text of the Extraordinary Resolution to be proposed at each Meeting:
Where there is a choice of the applicable class of Notes in the following text of the Extraordinary Resolution, only the applicable class of Notes will appear in the Extraordinary Resolution for the holders of that class of Notes.
"THAT this Meeting of the holders of [£413,700,000 Class A Secured Floating Rate Notes due 2017 and the holders of £29,800,000 / Class B Secured Floating Rate Notes due 2017] (the [Class A Notes/Class B Notes]) issued by Fairhold Securitisation Limited (the Issuer) constituted by the trust deed dated 30 March 2006 made between the Issuer and Deutsche Trustee Company Limited (the Note Trustee) (as amended, supplemented and/or restated from time to time, the Note Trust Deed) by Extraordinary Resolution (as defined in the Note Trust Deed) (this Extraordinary Resolution) HEREBY:
(a) directs and authorises the Issuer, the Security Trustee and the Note Trustee to consent and agree to:
(i) each Property Owner and the Borrower entering into, executing, delivering and/or agreeing to be bound by the terms of the undertakings in favour of the Office of Fair Trading in relation to the collection of Transfer Fees (the OFT Undertakings) in the form of the draft undertakings made available to the Noteholders; and
(ii) the Cash Manager making payment of all fees and disbursements of Freshfields Bruckhaus Deringer LLP incurred in relation to the discussion and negotiation of the OFT Undertakings up to a maximum amount of £271,000 plus VAT in an aggregate amount not to exceed £325,200 from Property Owner Available Funds by way of a single drawing on the General Cash Reserve and making such payment on a date that is not also a Payment Date provided that the authorisation granted in this Paragraph (a)(ii) does not broaden the category of costs that can be paid by the Cash Manager and shall constitute a single authorisation for a single payment to Freshfields Bruckhaus Deringer LLP;
(b) sanctions any and every abrogation, modification, compromise or arrangement in respect of the rights of the [Class A Noteholders/Class B Noteholders] pertaining to the [Class A Notes/Class B Notes] against the Issuer or any other person involved in or resulting from the modifications referred to in this Extraordinary Resolution;
(c) authorises, requests and directs the Note Trustee and Deutsche Trustee Company Limited (the Security Trustee, each of the Security Trustee and Note Trustee being referred to as a Trustee), as the case may be, to concur in and execute and do all such deeds, instruments, acts and things as may be necessary, desirable or expedient, in the opinion of the relevant Trustee, to carry out and give effect to this Extraordinary Resolution and acknowledge that any such steps will not subsequently be called into question by us; and
(d) discharges and exonerates the Note Trustee and the Security Trustee (as the case may be) from any and all liability for which it may have become or may become responsible under the Note Trust Deed, the Security Trust and Intercreditor Deed, the Notes and/or the Conditions in respect of any act or omission in connection with this Extraordinary Resolution or the implementation thereof (including specifically any amendments agreed by (a) the Note Trustee on the Noteholders' behalf and/or (b) the Security Trustee on behalf of the Secured Parties, in each case to any of the Transaction Documents for the purpose of implementing this Extraordinary Resolution).
Capitalised terms used herein and not specifically defined will bear the same meaning as in the Note Trust Deed as amended from time to time."
Noteholders that wish to obtain further information in relation to the matters discussed in this Notice are kindly requested to contact the Issuer or the Sponsor's advisers, Consensus Business Group, as follows:
Structured Finance Management Limited
35 Great St. Helen's
London EC3A 6AP
Tel: +44 20 7398 6300
The Directors - email: firstname.lastname@example.org
Consensus Business Group
35 Park Lane
London W1K 1RB
Tel: +44 20 7355 7824
Patrick Forget - email: email@example.com
12 July 2012