Zenith Investments Ld
30 September 2002


EUR 20,000,000, (with an outstanding principal amount of EUR 15,000,000 as at 30
September 2002) Secured European Telecommunications and Media High Yield Step-Up
Floating Rate Credit Linked Notes due March 2010 issued by Zenith Investments
Limited, Series 2000-4 (ISIN:XS0108670539) (the 'Notes')

Terms used and not defined herein shall have the same meanings given thereto in
the terms and conditions of the Notes. 

On 30 September 2002, the following was passed as a written resolution (the 
'Written Resolution');

'On 1 October 2002 (the 'Partial Unwind Date'):

(a)     one third of the Principal Amount Outstanding of the Notes shall be
redeemed in full (the principal amount of such Notes to be so redeemed, the
'Redeeming Notes') so that following such redemption the Principal Amount
Outstanding of the Notes remaining outstanding shall be EUR 10,000,000;

(b)     the Jazztel Underlying Assets shall be delivered to an account at
Euroclear and/or Clearstream, Luxembourg as applicable, specified by MSIL for
value on 1 October 2002 in lieu of all amounts payable (including accrued
interest) on the Redeeming Notes;

(c)     following such redemption of the Redeeming Notes, Jazztel plc and its
Successors will no longer be a Reference Entity in respect of the Notes; and

(d)     from, and including, the Partial Unwind Date Condition 6(e) of the Terms
and Conditions of the Notes shall be amended so that the Margin in respect of
Notes will be revised such that;

    (i)   as from, and including, the Interest Payment Date falling in September
          2002 to, but excluding, the Interest Payment Date falling in March 
          2005 the Margin will be plus 3.84 per cent per annum with no further 
          adjustments applicable thereto (including, without limitation, any 
          adjustments in respect of Scaling Factors); and
 
    (ii)  thereafter the Margin shall be plus 5.04 per cent per annum with no 
          further adjustments applicable thereto (including, without limitation,
          any adjustments in respect of Scaling Factors).'

In the above Written Resolution the Issuer is referred to as the 'Company'.

Pursuant to the terms of the Written Resolution the terms and conditions of the 
Notes were duly amended on 30 September 2002.





 
     



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