Oxford, others seek holder consent to change portfolio credit swap

By Jennifer Chiou

New York, Jan. 25 - Oxford Street Finance Ltd. and numerous other issuers have summoned February meetings in London to obtain consents from holders of various series of floating-rate credit-linked notes.

In the notices for the meetings, the issuers stated that there is a change in the Irish paying agent, the transfer agent in Ireland and the listing agent as well as changes in the specified office of the principal paying agent, the agent bank, the registrar, the Irish paying agent and the transfer agent in Ireland.

BNY Mellon Corporate Trustee Services Ltd. is the trustee for the notes.

Concurrent meetings for noteholders of each class of notes will take place on Feb. 16 and 17.

According to a company release, holders will be required to indicate whether they consider that there is an actual or potential conflict of interest between noteholders of the relevant class of notes and notes of any other class under the procedural determination. They will also be asked to vote on the extraordinary resolution that involves the modification of the portfolio credit swap to provide the following:

• If the ISDA publicly announces that the credit derivatives determinations committee has resolved that an auction will be held in connection with a credit event and an auction conversion event has occurred, then the final price to be used in the valuation of the loss for the relevant reference entity and credit event will be the auction price;

• If either an auction will not be held in connection with a credit event or an auction conversion event has not occurred, then the final price shall be determined with the market valuation provisions in the portfolio credit swap prior to any modifications under the resolution; and

• The calculation agent will make commercially reasonable efforts to provide written notice to each of the portfolio swap counterparty and the issuers promptly upon learning of each ISDA auction announcement and the occurrence of an auction conversion event, provided, however, that under no circumstances will the calculation agent's failure to provide notice constitute an event of default or termination event under the portfolio credit swap.

The following notes issued by Oxford on Oct. 24, 2005 are affected:

• €87 million of class A1 floating-rate credit-linked notes;

• €80 million of class A2 floating-rate credit-linked notes;

• €64 million of class B floating-rate credit-linked notes;

• €43 million of class C floating-rate credit-linked notes;

• €33 million of class D floating-rate credit-linked notes;

• €28 million of, class E floating-rate credit-linked notes;

• €17 million of class F floating-rate credit-linked notes;

• €16 million of class G floating-rate credit-linked notes; and

• €14 million of class H floating-rate credit-linked notes.

The meeting for the above notes is set for 5 a.m. ET on Feb. 16.

A 5 a.m. ET meeting on Feb. 16 is also set for the following notes issued by Dorset Street Finance Ltd.:

• €45 million of class A1 floating-rate credit-linked notes;

• €75 million of class A2 floating-rate credit-linked notes;

• €98.25 million of class B floating-rate credit-linked notes;

• €91.5 million of class C floating-rate credit-linked notes;

• €75 million of class D floating-rate credit-linked notes;

• €60 million of class E floating-rate credit-linked notes;

• €37.5 million of class F floating-rate credit-linked notes;

• €33.75 million of class G floating-rate credit-linked notes; and

• €30 million of class H floating-rate credit-linked notes.

A 5 a.m. ET meeting on Feb. 17 is set for the following notes issued by Sydney Street Finance Ltd.:

• €70 million of class A1 floating-rate credit-linked notes;

• €66.7 million of class A2 floating-rate credit-linked notes;

• €60 million of class B floating-rate credit-linked notes;

• €46.7 million of class C floating-rate credit-linked notes;

• €44 million of class D floating-rate credit-linked notes;

• €26.7 million of class E floating-rate credit-linked notes;

• €21,350,000 class F floating-rate credit-linked notes;

• €21,350,000 class G floating-rate credit-linked notes; and

• €20 million of class H floating-rate credit-linked notes.

A 5 a.m. ET meeting on Feb. 16 is set for the following notes issued by Baker Street Finance Ltd.:

• €137.5 million of class A-1a floating-rate credit-linked notes;

• €110 million of class A-1b floating-rate credit-linked notes;

• €92.4 million of class A-1c floating-rate credit-linked notes;

• €90.2 million of class A2 floating-rate credit-linked notes;

• €89.1 million of class B floating-rate credit-linked notes;

• €68.75 million of class C floating-rate credit-linked notes;

• €55 million of class D floating-rate credit-linked notes;

• €39.6 million of class E floating-rate credit-linked notes;

• €24.2 million of class F floating-rate credit-linked notes;

• €22 million of class G floating-rate credit-linked notes; and

• €19.25 million of class H floating-rate credit-linked notes.

A 5 a.m. ET meeting on Feb. 16 is set for the following notes issued by Clifton Street Finance Ltd.:

• €53.25 million of class A1 floating-rate credit-linked notes;

• €48.75 million of class A2 floating-rate credit-linked notes;

• €37.5 million of class B floating-rate credit-linked notes;

• €32 million of class C floating-rate credit-linked notes;

• €30 million of class D floating-rate credit-linked notes;

• €17.5 million of class E floating-rate credit-linked notes;

• €15 million of class F floating-rate credit-linked notes;

• €15 million of class G floating-rate credit-linked notes; and

• €12 million of class H floating-rate credit-linked notes.

A 5 a.m. ET meeting on Feb. 17 is set for the following notes issued by Pembridge Square Finance Ltd.:

• €17 million of class A1 floating-rate credit-linked notes;

• €80 million of class A2 floating-rate credit-linked notes;

• €70 million of class B floating-rate credit-linked notes;

• €60 million of class C floating-rate credit-linked notes;

• €50 million of class D floating-rate credit-linked notes;

• €40 million of class E floating-rate credit-linked notes;

• €25 million of class F floating-rate credit-linked notes;

• €22 million of class G floating-rate credit-linked notes; and

• €16 million of class H floating-rate credit-linked notes.

A 5 a.m. ET meeting on Feb. 17 is set for the following notes issued by Newcourt Street Finance Ltd.:

• €35 million of class A1 floating rate credit-linked notes;

• €45 million of class A2 floating-rate credit-linked notes;

• €45 million of class B floating-rate credit-linked notes;

• €39 million of class C floating-rate credit-linked notes;

• €33 million of class D floating-rate credit-linked notes;

• €30 million of class E floating-rate credit-linked notes;

• €15 million of class F floating-rate credit-linked notes;

• €15 million of class G floating-rate credit-linked notes; and

• €12.6 million of class H floating-rate credit-linked notes.

A 5 a.m. ET meeting on Feb. 16 is set for the following notes issued by Baker Street USD Finance Ltd.:

• $8.4 million of class A1 floating-rate credit-linked notes;

• $8.2 million of class A2 floating-rate credit-linked notes;

• $8.1 million of class B floating-rate credit-linked notes;

• $6.25 million of class C floating-rate credit-linked notes;

• $5 million of class D floating-rate credit-linked notes;

• $3.6 million of class E floating-rate credit-linked notes;

• $2.2 million of class F floating-rate credit-linked notes;

• $2 million of class G floating-rate credit-linked notes; and

• $1.75 million of class H floating-rate credit-linked notes.

Submissions to the note trustee should be directed to BNY Mellon Corporate Trustee Services Ltd. (attn: trustee administration manager; fax 44 20 7964 4637; phone 44 20 7964 8777) and to the registrar should go to the Bank of New York Mellon (attn: corporate trust administration; fax at 44 20 7964 2531).

Questions may be directed to the Bank of New York Mellon (Ireland) Ltd. (attn: Tracy Sheridan at 353 1 900 6991).

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