RMAC meetings adjourned after lack of quorum as issuer seeks waiver

By Jennifer Chiou

New York, Jan. 26 - RMAC 2005-NS4 plc announced that it failed to reach a quorum and adjourned some Feb. 21 meetings in London at which it sought holder consent for a proposed extraordinary resolution pertaining to failure to maintain required ratings.

The new meeting date is April 2.

Affected securities include the following:

• £158.76 million of class A3 mortgage-backed floating-rate notes due December 2043;

• £14.8 million of class M1 mortgage-backed floating-rate notes due December 2043;

• £12.4 million of class M2 mortgage-backed floating-rate notes due December 2043;

• £14.04 million of class B1 mortgage-backed floating-rate notes due December 2043;

• Mortgage early repayment certificates due 2043; and

• Residual certificates due 2043.

These notes are backed by a portfolio of first-lien mortgage, and the liquidity facility provider - Barclays - is required to maintain short-term unguaranteed, unsecured and unsubordinated debt obligations with ratings at or above P-1 by Moody's Investors Service, A-1+ by Standard & Poor's and F1 by Fitch Ratings.

On Nov. 29, S&P downgraded the short-term rating of Barclays to A-1 from A-1+.

Since the downgrades are below the required threshold, RMAC has 30 days from the downgrade notice date to arrange for a substitute liquidity provider.

Holders are being asked to allow the trustee to amend the ratings that Barclays is required to maintain to enable it to continue as the facility provider.

GMAC said in a news release that it has yet to find a suitable replacement to take Barclays' role. GMAC added that changing providers would be costly.

The company said that it may be necessary to make liquidity facility standby drawings, which would result in increased fees.

More February meetings

As reported, affected notes for Feb. 20 meetings include the following RMAC 2004-NS3 plc securities:

• £170 million of class A2a mortgage-backed floating-rate notes due December 2036;

• €168 million of class A2c mortgage-backed floating-rate notes due December 2036;

• £22.5 million of class M1 mortgage-backed floating-rate notes due December 2036;

• £20 million of class M2 mortgage-backed floating-rate notes due December 2036; and

• £7.5 million of class B mortgage-backed floating-rate notes due December 2036.

Feb. 22 meetings apply to the following RMAC Securities notes:

• £210.6 million of class A2a mortgage-backed floating-rate notes due June 2044;

• €225 million of class A2c mortgage-backed floating-rate notes due June 2044;

• £26 million of class M1a mortgage-backed floating-rate notes due June 2044;

• €37.5 million of class M1c mortgage-backed floating-rate notes due June 2044;

• €35.6 million of class M2c mortgage-backed floating-rate notes due June 2044;

• £15 million of class B1a mortgage-backed floating-rate notes due June 2044;

• €13.8 million of class B1c mortgage-backed floating-rate notes due June 2044; and

• £6.3 million of class B2a mortgage-backed floating-rate notes due June 2044.

These notes are backed by a portfolio of first-lien mortgage loans secured on residential properties in England, Scotland, Northern Ireland and Wales, and the liquidity facility provider - also Barclays - is required to maintain short-term unguaranteed, unsecured and unsubordinated debt obligations with ratings at or above P-1 by Moody's Investors Service, A-1+ by Standard & Poor's and F1 by Fitch Ratings.

As noted already, S&P downgraded the short-term rating of Barclays to A-1 from A-1+. On Dec. 15, Fitch also downgraded Barclays' short-term rating to F1 from F1+.

The portfolio of loans was mainly originated by GMAC-RFC Ltd., the U.K. operation of GMAC Residential Funding Corp.

Noteholders whose notes are held by Euroclear should contact the Corporate Action Department at 322 224 4245 or bonds_offers@Euroclear.com. Those with notes held by Clearstream, Luxembourg should contact the CIE Department at 352 46564 6414 or ciefaxes.cs@clearstream.com.

Holders with notes held through DTC should contact Bank of New York Mellon Corp. (attn: Carolle Montreuil at carolle.montreuil@bnymellon.com or 212 815-5920).

The paying agent is the Bank of New York Mellon (Debt Restructuring Services at 44 20 7964 4958 or debtrestructuring@bnymellon.com).

RMAC Securities (44 20 7398 6300 or directors-uk@sfmeurope.com) is a multi-issuance vehicle. It announced the meetings on Jan. 20.

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