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Zenith Inv. Ld. (32PR)

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Friday 05 October, 2001

Zenith Inv. Ld.

Notice of Written Reso-Amdmt

Zenith Investments Ld
5 October 2001

The issuer advises that the following amendment should be made to the Notice of 
Written Resolutions announcement released today at 07:05 under RNS number 1547L.

This Notice replaces the previous Notice published earlier today in respect of 
the Notes referred to below as the earlier Notice contained non-relevant 
information.

The amended text is shown below.




Secured European Telecommunications and Media High Yield Step-Up Floating Rate 
Credit Linked Notes due February 2010, Series 2000-3, (ISIN: XS0107247677) (the
'Notes') issued by Zenith Investments Limited (the 'Issuer')

Pursuant to a Resolution of Noteholders the following modifications have been 
made to the terms of the Notes.

The Trustee has released Eur 12,500,000 13.375 per cent Senior Discount Notes 
due November 2009 (ISIN : XS0103734256) (the 'UPC Underlying Assets') from the 
security for the Notes.

The Notes have been redeemed in part in a proportion equal to half their current
principal outstanding amount on 4 October 2001.

UPC Pan-Europe Communications NV and its successors have ceased to be a
Reference Entity in respect of the Notes.
 
From and including 4 October 2001, the Margin in respect of the Notes has been 
amended such that:

(a) as from, and including, 20 August 2001 to, but excluding, the Interest      
    Payment Date falling in February 2005 the Margin will be plus 4.4625 per    
    cent. per annum with no further adjustments applicable thereto (including,  
    without limitation, any adjustments in respect of Scaling Factors); and

(b) thereafter the Margin shall be plus 6.0375 per cent. per annum with no      
    further adjustments applicable thereto (including, without limitation, any  
    adjustments in respect of Scaling Factors).

The Noteholders have approved the amendments to the swap agreement to reflect 
the changes made to the terms of the Notes and the Trustee has on 4 October 2001
released the swap confirmation corresponding to the UPC Underlying Assets from 
the security in respect for the Notes.

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


                                                                

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