Notice to Noteholders re Amendments and Redemption (3671M)

TIDM34TX

RNS Number : 3671M

Trinity Financing Plc

15 August 2011

Trinity Financing PLC (the Issuer)

The following is a notice to the holders of the Notes (as defined below) issued by the Issuer on 11 December 2008.

The Issuer wishes to give notice to the holders (the Noteholders) of the:

GBP3,750,000,000 Class A2 Asset Backed Floating Rate Notes due February 2064

(ISIN: XS0403264483 - Common Code 040326448)

GBP3,750,000,000 Class A3 Asset Backed Floating Rate Notes due February 2064

(ISIN: XS0403264566 - Common Code 040326456)

GBP1,750,000,000 Class A4 Asset Backed Floating Rate Notes due February 2064

(ISIN: XS0403264996 - Common Code 040326499)

(together, the Notes)

each issued by the Issuer and constituted by a Trust Deed dated 11 December 2008 (as supplemented and amended) between the Issuer and Citicorp Trustee Company Limited (the Note Trustee) as trustee for the Noteholders

On 14 July 2011, following the approval of the Noteholders by written Extraordinary Resolution dated 14 July 2011, various supplemental deeds and agreements amending and/or restating the Liquidity Facility Agreement, the Cash Management Agreement, the Trust Deed (including the Conditions), the Deed of Charge, the Bank Account Agreement, the Servicing Agreement, the Subordinated Loan Agreement, the Interest Rate Swap Agreement and the Master Definitions and Construction Schedule were entered into by the parties thereto (among other things) to amend those documents to comply with S&P's Structured Finance report entitled "Counterparty and Supporting Obligations Methodology and Assumptions" dated 6 December 2010 as amended and partially superseded by the update entitled "Counterparty and Supporting Obligations Update" dated 13 January 2011 (together the Amendment Documents) and in addition the Z Loan Facility Agreement was entered into and the proceeds of the Z Loan Facility used to partially redeem the Class A2 Notes and the Class A4 Notes in accordance with the Amendment Documents on 12 August 2011. The amendments to the Conditions included, among others, (i) the inclusion of the redemption provisions in relation to the Class A2 Notes and the Class A4 Notes pursuant to which the Class A2 Notes and the Class A4 Notes were partially redeemed as referred to above, (ii) amendment of the sequential redemption provisions so that they cease to apply on each Interest Payment Date following a Z Loan Principal Deficiency Trigger occurring and continuing as well as following the service of a Note Acceleration Notice on the Issuer so that Available Principal Receipt will then be applied to repay each Class of Notes pro rata and pari passu and (iii) the inclusion of the new modification provisions relating to the Interest Rate Swap Agreement to the extent that the Security Trustee is required to enter into such modifications pursuant to Part 5(u) thereof to implement the New Rating Criteria.

Copies of the Amendment Documents and the Z Loan Facility Agreement are available for inspection by Noteholders at the specified offices of the Principal Paying Agent set out below:

 
 PRINCIPAL 
   PAYING 
    AGENT 
  Citibank, 
    N.A., 
   London 
   Branch 
  Citigroup 
   Centre 
   Canada 
   Square 
   London 
     E14 
     5LB

All defined terms, unless defined herein or the context otherwise requires, shall have the meanings given to them in the Master Definitions and Construction Schedule as amended and restated on 14 July 2011.

For further information, please contact:

Trinity Financing plc

c/o Structured Finance Management Limited

35 Great St. Helen's

London EC3A 6AP

Telephone : 020 7398 6300

Fax : 020 7398 6325

NOTHING IN THIS NOTICE CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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