NOTICE OF A BASE RATE MODIFICATION

LONDON--(BUSINESS WIRE)-- 

THIS ANNOUNCEMENT MAY CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014

Income Contingent Student Loans 2 (2007-2009) PLC

(Registered Number: 11493196)

10^th Floor, 5 Churchill Place

London, United Kingdom, E14 5HU

(the "Issuer")

Dated 6 May 2021

NOTICE OF A BASE RATE 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 have amended the documents specified in this notice on 6 May 2021 in order to effect the Amendments (as such term is defined below).

1. We refer to the notice given by the Issuer to the Noteholders on 26 March 2021 which set out the intention of the Issuer to amend the Amended Documents to:
   1. remove references to "LIBOR";
   2. change the Applicable Base Rate to refer to a "SONIA" based rate;
   3. change the interest rate calculation provisions in relation to the Applicable Base Rate to refer to a "SONIA" based rate; and
   4. change the margin payable on the Class A1 Notes and the portion of the Retention Note comprising the Retention Tranche A1 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 and the portion of the Retention Note comprising the Retention Tranche A1 had no Base Rate Modification been effected,

(the “Notice of Base Rate Modification”).

1. We refer to the notice given by the Issuer to the Noteholders on 27 April 2021 notifying the Noteholders that no “Reject” votes were received from Noteholders holding Class A1 Notes or Class A2 Notes in accordance with the procedures set out in the Notice of Base Rate Modification prior to the deadline set out in the Notice of Base Rate Modification.
2. The parties to each relevant document have, with effect from the Effective Date, amended the Note Trust Deed, and the Master Definitions and Construction Agreement (the "Amended Documents") to amend the base rate applicable to the Class A1 Notes and the portion of the Retention Note comprising the Retention Tranche A1.

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

1. Copies of the Amended 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.
2. 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:

Issuer:	Income Contingent Student Loans 2 (2007-2009) PLC 10^th Floor, 5 Churchill Place London, United Kingdom E14 5HU Facsimile: [phone] Email: [e-mail] Attention: the Directors
Master Servicer:	The Secretary of State for Education Sanctuary Buildings 20 Great Smith Street London SW1P 3BT Email: [e-mail] Attention: Sinead O'Sullivan, Susan Acland-Hood, Ailsa Harris
Solicitation Agent:	HSBC Bank plc 8 Canada Square London E14 5HQ Tel: [phone] Email: [e-mail] Attention: Liability Management Group
Tabulation Agent:	Lucid Issuer Services Limited Tankerton Works 12 Argyle Street London WC1H 8HA Tel: [phone] Email: [e-mail] Attention: Owen Morris / David Shilson

This Notice is given by

Income Contingent Student Loans 2 (2007-2009) PLC

as Issuer

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 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 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 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 Amendments, the Amended Documents or this Notice or of the impact of the Amendments, the Amended Documents or this Notice on the interests of the Noteholders either as a class or as individuals.

Category Code: MSCU

Sequence Number: 736891

Time of Receipt (offset from UTC): 20210506T142934+0100