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BIPRM - Private Residential Mortgages (Pty) Ltd - Series 2 - Amendments to the

Release Date: 29/06/2012 14:25
Code(s): JSE
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BIPRM - Private Residential Mortgages (Pty) Ltd - Series 2 - Amendments to the Transaction Documents Private Residential Mortgages (Pty) Ltd JSE Code: PR2A3B/PR2A2B/PR2B1B/PR2B2B/PR2C1B/PR2D1B/PR2A4D/PR2A9D/PR2B4D/PR2C4D/PR2D4D/PR2 A9E/PR2B5E/PR2A1F/PR2B1F/PR2C1F/PR2D1F ISIN No: ZAG000046558/ ZAG000046541/ ZAG000046566/ ZAG000046574/ ZAG000046582/ ZAG000046616/ ZAG000058140/ ZAG000058165/ ZAG000058181/ ZAG000058207/ ZAG000058223/ ZAG000082769/ ZAG000082751/ ZAG000086679/ ZAG000086687/ ZAG000086695/ ZAG000086620 In accordance with the Terms and Conditions of Private Residential Mortgages (Pty) Ltd - Series 2, Investors are herewith advised of the Amendments to the Transaction Documents of the above listed notes. Private Residential Mortgages (Proprietary) Limited (the Issuer): amendments to certain agreements in respect of the Issuer`s R20 billion residential mortgage backed securities programme, dated 13 November 2007 (the Programme) 1 Words and expressions used in this notice will, unless otherwise defined or the context otherwise requires, bear the same meanings as in the Common Terms Agreement entered into between Investec Bank Limited, acting through its division, Investec Capital Markets, the Issuer, Private Residential Mortgages Security SPV Series 2 (Proprietary) Limited (the Security SPV), the Trustee for the time being of the Private Residential Mortgages Owner Trust, the Trustee for the time being of the Private Residential Mortgages Security SPV Owner Trust, Investec Bank Limited, acting through its division, Private Bank, Investec Bank Limited, Investec Limited, acting through its division, Private Bank, Nedbank Limited, acting through its division, Nedbank Investor Services, Nedbank Limited, acting through its division, Nedbank Capital and Rand Merchant Bank, a division of FirstRand Bank Limited dated 13 November 2007, as amended, novated and/or substituted from time to time. 2 The Issuer delivers this notice to the Central Securities Depository`s Nominee and the JSE Limited (formerly BESA) in accordance with Condition 17.2 of the Terms and Conditions. 3 The Issuer established Series 2 under the Programme on or about 13 November 2007. The Issuer and the Secured Creditors wish to effect certain amendments to the Series supplement (the Series 2 Supplement) and other Transaction Documents in respect of Series Two (collectively, the Amended Documents). 4 For the sake of clarity, any reference in this letter to a defined term is a reference to such term in respect of the Series 2 Supplement. 5 The Issuer has entered into a general amendment agreement together with Investec Bank Limited, acting through its division, Investec Capital Markets, the Security SPV, the Owner Trust, the Security SPV Owner Trust, Investec Bank Limited, acting through its division, Private Bank, Investec Bank Limited, Nedbank Limited, acting through its division, Nedbank Capital and Rand Merchant Bank, a division of FirstRand Bank Limited (the General Amendment Agreement), in terms of which the following amendments to the Amended Documents are effected: 5.1 SERIES 2 SUPPLEMENT 5.1.1 By deleting the existing definition of "Required Credit Rating" in paragraph 1.107 and substituting it with the following new definition: "1.107 "Required Credit Rating" means: 1.107.1 in respect of the Permitted Investments, if a global scale, local currency credit rating has been assigned to the investment or entity, then at least Prime-1 by Moody`s on a short-term scale or at least A3 by Moody`s on a long-term scale;" 1.107.2 in respect of a Derivative Counterparty, if a global scale, local currency rating has been assigned to the entity, then at least Prime-1 by Moody`s on a short-term scale and at least A2 by Moody`s on a long- term scale; 1.107.3 in respect of the Account Bank and the GIC Provider, if a global scale, local currency credit rating has been assigned to the investment or entity, then at least Prime-1 by Moody`s on a short-term scale or at least A3 by Moody`s on a long-term scale; 1.107.4 in respect of the Liquidity Facility Provider and Redraw Facility Provider, if a global scale, local currency credit rating has been assigned to the investment or entity, then at least Prime-1 by Moody`s on a short-term scale or at least A3 by Moody`s on a long-term scale; 1.107.5 in respect of the Servicer, if a global scale, local currency credit rating has been assigned to the investment or entity, then at least Prime-1 by Moody`s on a short-term scale or at least Baa3 by Moody`s on a long-term scale;" 1.107.6 in each case, in the absence of a global scale, local currency credit ratings, such equivalent public information ratings by Moody`s; 1.107.7 in the case of other transaction parties required to hold the Required Credit Rating in terms of the Transaction Documents, the same global scale, local currency credit rating as that assigned, if any, by the Rating Agency to the highest-ranking Notes in issue at any point in time;" 5.2 COLLATERAL ACCOUNT 5.2.1 The Parties wish to provide for the establishment of a new banking account in terms of the Transaction Documents and therefore agree to amend the Bank Agreement as follows: (a) The addition of a new bank account (the "Collateral Account") to the bank accounts listed in Schedule 1 of the Bank Agreement as follows: "6. Collateral Account Account name: Private Residential Mortgages (Pty) Ltd - Series 2 Account number: 5000 591 7721 Bank: Investec Bank Limited Branch: Sandton Branch Branch Code: 580105" 5.2.2 It is agreed that cash collateral to be paid in terms of a Derivative Contract is to be deposited into the Collateral Account. 5.2.3 The Collateral Account shall not be subject to the terms and conditions of the Guaranteed Investment Contract. 5.2.4 The definition of "Bank Account" wherever it appears in the Transaction Documents is amended to include reference to the Collateral Account. 5.2.5 Interest on funds in the Collateral Account shall accrue at the interest rate specified in paragraph 11(f) of the Credit Support Annex to the Schedule to the ISDA Master Agreement dated as of 13 November 2007. 6. A signed copy of the General Amendment Agreement is attached hereto as Annexe "A". 7. Condition 18.4 of the Terms and Conditions of the Notes provides that: "...If in the reasonable opinion of the Security SPV any proposed amendment to the Terms and Conditions and/or the Priority of Payments may prejudice the rights, under the Terms and Conditions and/or the Priority of Payments, of (i) all of the Noteholders or (ii) a particular Class (or Classes) of Noteholders, as the case may be, the Security SPV will call a meeting of all of the Noteholders or a meeting of that Class of Noteholders or separate meetings of each of those Classes of Noteholders, as the case may be. Such meeting or meetings will be regulated by the provisions set out in Condition 22 and no proposed amendment will be made to the Terms and Conditions and/or the Priority of Payments until such amendment has been approved by Special Resolution at such meeting or meetings." 8. In terms of Clause 18.5 of the Terms and Conditions of the Notes, no amendment to the Terms and Conditions and/or the Priority of Payments which may prejudice the rights and/or obligations of a Secured Creditor (other than a Noteholder) may be made without the prior written consent of such Secured Creditor. 9. The Security SPV is satisfied that the proposed amendments set out in the General Amendment Agreement do not prejudice the rights of either (i) all of the Noteholders or (ii) a particular Class (or Classes) of Noteholders, under the Terms and Conditions and/or the Priority of Payments, in light of inter alia, a ratings affirmation to be received from the Rating Agency. 10. In terms of Condition 18.6 of the Terms and Conditions of the Notes, no amendment to the Terms and Conditions and/or any of the other Transaction Documents may be made unless: 10.1 the Security SPV grants its prior written approval for such amendment; and 10.2 the Rating Agency is furnished with at least 5 Business Days prior written notice of the proposed amendment and does not notify the Issuer in writing that the proposed amendment may cause it to downgrade or withdraw its respective current Ratings of Tranches of Notes in issue. 11. By their signatures to the General Amendment Agreement, the Security SPV and the Secured Creditors have given their prior written consent to the amendments to the Amended Documents as effected by the General Amendment Agreement. 12. It is recorded that the Rating Agency has been furnished with at least 5 Business Days prior written notice of the proposed amendments to the Amended Documents as effected by the General Amendment Agreement and has not notified the Issuer in writing that the proposed amendments may cause it to downgrade or withdraw its respective current Ratings of the Notes. 13. The Issuer hereby gives notice to each holder of the Notes of the amendments to be effected through the General Amendment Agreement. Date: 29 June 2012 Dealer: Investec Bank Limited Sponsor: Investec Bank Limited ("Investec") Contact person: Sabelo Mbuthu - 011 286 9534 Date: 29/06/2012 14:25:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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