Notice to Noteholders - MFDS Amendments

LONDON--()-- 

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 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 Amendments, the Amended Documents (each as defined below) or the information set out in this Notice; and none of 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 Amendments, the Amended Documents or this Notice, or any document prepared in connection with any of them. Accordingly, the Issuer, the Note Trustee and the Security Trustee urge Noteholders who are in doubt as to the impact of the implementation of 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 and the Security Trustee has not made, nor will they make, any assessment of the merits of the Proposed Amendments, the Amended Documents or this Notice or of the impact of 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 2 (2007-2009) PLC

(Registered Number: 11493196)

10th Floor, 5 Churchill Place

London, United Kingdom, E14 5HU

(the "Issuer")

NOTICE OF A MASTER SERVICER MODIFICATION

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

£545,916,307.67 Class A1 Asset-Backed Floating Rate Notes due 2058 (ISIN: XS1915118910), £677,576,900.00 Class A2 Asset-Backed Fixed Rate Notes due 2058 (ISIN: XS1915119132), £184,304,000.00 Class B Notes due 2058 (ISIN: XS1915119215), £1,791,439,000.00 Class X Notes due 2058 and £168,382,873.51 Retention Note due 2058

(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 and the Master Servicer intend to amend various documents specified in this notice on or about 22 December 2020 in order to effect the Proposed Amendments (as defined below) to reflect the implementation of the project to deliver repayment system enhancements to allow more frequent data transfers between HMRC and the Student Loans Company in relation to ICR Loans repaid via PAYE.

  1. We refer to the note trust deed dated 11 December 2018 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. Pursuant to Condition 14.6 (Modifications to the Master Servicing Agreement) and Clause 9.5 (Modifications to the Master Servicing Agreement) of the Note Trust Deed, the Note Trustee shall be obliged, without the consent or sanction of the Noteholders or any other Secured Creditor who is not a party to the Master Servicing Agreement to direct the Security Trustee to concur with the Issuer and the Master Servicer in making any modification to the Services set out in the Master Servicing Agreement for the purposes of implementing or reflecting any change to the systems, processes and procedures of the Master Servicer for collection of income tax in the United Kingdom; provided that the procedural formalities and certifications of Condition 14.6 (Modifications to the Master Servicing Agreement) and Clause 9.5 (Modifications to the Master Servicing Agreement) of the Note Trust Deed have been met.
  3. We refer to the notice given by the Issuer to the Noteholders on 22 October 2020 which set out the intention of the Issuer to amend the Amended Documents to reflect terminology and processes following the implementation of the project to deliver repayment system enhancements to allow more frequent data transfers between HMRC and the Student Loans Company in relation to ICR Loans repaid via PAYE (the “Initial Noteholder Notice”). The Master Servicer now proposes to make an additional amendment to the definition of Servicing Fee to align with the changes notified to the Noteholders in the Initial Noteholder Notice. The Issuer therefore has issued this notice to supplement the Initial Noteholder Notice.
  4. The Master Servicer and the Issuer intend to amend the Conditions, the Note Trust Deed, the Master Servicing Agreement, the Loan Sale Agreement and the Master Definitions and Construction Agreement (the "Amended Documents") to reflect terminology and processes following the implementation of the project to deliver repayment system enhancements to allow more frequent data transfers between HMRC and the Student Loans Company in relation to ICR Loans repaid via PAYE.

The Amended Documents in blackline format and the changes to the Amended Documents since the Initial Noteholder Notice was issued can each be viewed at the following link https://www.sf.citidirect.com, and the changes set out therein being the "Proposed Amendments".

  1. Pursuant to Condition 14.6(a) (Modifications to the Master Servicing Agreement) and Clause 9.5 (Modifications to the Master Servicing Agreement) of the Note Trust Deed the Note Trustee is required to concur with the Issuer and the Master Servicer in making the Proposed Amendments if:
    1. the Master Servicer has certified in writing to the Issuer, the Note Trustee and the Security Trustee that such modification is necessary for the purposes described above and has been drafted solely to such effect; and
    2. all other conditions set out in Condition 14.6 (Modifications to the Master Servicing Agreement) and Clause 9.5 (Modifications to the Master Servicing Agreement) of the Note Trust Deed have been satisfied.
  2. Pursuant to Clause 9.7 (Instructions to Security Trustee) of the Note Trust Deed, to the extent that any modification referred to in Clause 9.5 (Modifications to the Master Servicing Agreement) of the Note Trust Deed requires the consent of the Security Trustee, the Note Trustee shall (to the extent that it remains an Instructing Secured Creditor) direct the Security Trustee to consent to such modification to the extent that the Note Trustee itself is required or determines to grant such consent.
  3. 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.
  4. Noteholders with queries concerning the content of this Notice are kindly requested to contact the Master Servicer using the details set out below.

Contact Details:

Master Servicer:

The Secretary of State for Education

Sanctuary Buildings

20 Great Smith Street

London

SW1P 3BT

 

Telephone: +44(0) 370 000 2288

Email: Master.Servicer@education.gov.uk

Attention: Sinead O'Sullivan, Susan Acland-Hood, Ailsa Harris

This Notice is given by

Income Contingent Student Loans 2 (2007-2009) PLC

as Issuer

Dated 19 November 2020

Category Code: MSCM
Sequence Number: 721488
Time of Receipt (offset from UTC): 20201119T102237+0000

Contacts

Income Contingent Student Loans 2 (2007-2009) PLC

Contacts

Income Contingent Student Loans 2 (2007-2009) PLC