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Finance For Resdntl (69KA)

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Thursday 28 April, 2016

Finance For Resdntl

Notice to Noteholders

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF

SENIOR NOTEHOLDERS. IF SENIOR NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION

THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,

INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER,

SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

FURTHER ADDENDUM TO THE Notice of separate meetings of the holders

(the "SENIOR Noteholders") of the outstanding

Series 1 Class A1 Asset Backed 8.369 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AA77; Common Code: 7518471)

(the "Series 1 Class A1 Notes")

Series 1 Class A2 Asset Backed 8.569 Per Cent. Premium Yield Notes due 2058
(ISIN: USG34346AB50; Common Code: 7518498)

(the "Series 1 Class A2 Notes")

Series 2 Class A Asset Backed Variable Rate Notes due 2058
(ISIN USG34346AE99; Common Code 7518536)

(the "Series 2 Class A Notes")

issued by
FINANCE FOR RESIDENTIAL SOCIAL HOUSING PLC

(the "Issuer")

On 26 March 1997

The Series 1 Class A1 Notes, Series 1 Class A2 Notes and Series 2 Class A Notes are each a "Class" of Notes and together referred to as the "Senior Notes".

Capitalised terms used but not otherwise defined in this Notice shall have the meanings set out in the trust deed (the "Trust Deed") dated 26 March 1997 (as amended from time to time) and entered into between the Issuer and Royal Exchange Trust Company Limited as trustee (such role now being performed by Capita Trust Company Limited under power of attorney) (the "Trustee") and the bank agreement (the "Bank Agreement") dated 26 March 1997 (as amended from time to time) and entered into between the Issuer, The Royal Bank of Scotland plc ("RBS") (formerly National Westminster Bank plc) (the "Account Bank" and the "Administrator") and the Trustee.

This Notice is issued and directed only to the Senior Noteholders and no other person shall, or is entitled to, rely or act on, or be able to rely or act on, its contents.

On 14 April 2016, the Issuer issued a notice (the "Senior Noteholder Meeting Notice") convening separate meetings of Senior Noteholders, to be held on 6 May 2016 and issued an addendum to the Senior Noteholder Meeting Notice on 20 April 2016 (the "Addendum Notice"). Capitalised terms used but not otherwise defined in this Notice shall also have the meanings set out in the Senior Noteholder Meeting Notice.

NOTICE IS HEREBY GIVEN to the Senior Noteholders that RBS has issued a letter of intent to the Issuer confirming that, should the Extraordinary Resolution referred to in the Senior Noteholder Meeting Notice be passed by the Senior Noteholders, then it is RBS’s intention to duly execute the Amendment Deed, Collateral Agreement and Custody Agreement in the form made available to Senior Noteholders pursuant to the Addendum Notice and thereafter to deliver collateral to satisfy the collateral posting remedy under 3(c) of Schedule 1 of the Amendment Deed within 7 business days from the date that the documents are executed.  

Save as supplemented by this Notice, the Senior Noteholder Meeting Notice and Addendum Notice remain in full force and effect.

The Trustee has not been involved in the formulation of the matters set out in this Notice.

Principal Paying Agent

Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB

Tel: +44 (0)20 7500 2017
Email: [email protected]

Trustee

Capita Trust Company Limited
4th Floor
40 Dukes Place
London
EC3A 7NH

Fax: +44 (0)20 3170 0246
Email: [email protected]

Account Bank and Administrator

The Royal Bank of Scotland
280 Bishopsgate
London
EC2M 4AA

Tel: +44 (0)20 7085 3781
Email:  [email protected]
Attention:  Liability Management

This notice is given by:

Issuer

Finance for Residential Social Housing plc
4th Floor
40 Dukes Place
London
EC3A 7NH

Fax: +44 (0)20 3170 0246
Email: [email protected]

Dated 28 April 2016


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