NOTICE TO THE HOLDERS OF
£280,000,000 Class A Commercial Mortgage Backed Floating Rate Notes due January 2017
(the 'Class A Notes') ISIN: XS0225388379
£34,000,000 Class B Commercial Mortgage Backed Floating Rate Notes due January 2017
(the 'Class B Notes') ISIN: XS0225388536
£35,500,000 Class C Commercial Mortgage Backed Floating Rate Notes due January 2017
(the 'Class C Notes') ISIN: XS0225388619
£26,500,000 Class D Commercial Mortgage Backed Floating Rate Notes due January 2017
(the 'Class D Notes') ISIN: XS0225388700
£17,690,000 Class E Commercial Mortgage Backed Floating Rate Notes due January 2017
(the 'Class E Notes') ISIN: XS0225542983
Issued by
BELLATRIX (ECLIPSE 2005-2) PLC (the "Issuer")
Words and expressions used in this notice and not defined herein shall have the meaning given to them in the Master Definitions Schedule dated 11 August 2005, signed for identification by, amongst others, the Issuer and the Trustee.
Pursuant to paragraphs 13.5 (Notification of events) and 13.7 (Loan information) of Schedule 1 of the Servicing Agreement dated 11 August 2005, the Special Servicer has made the following information (shown in quotation marks below) available to, among others, the Issuer. The Issuer notes that it has not been involved in the preparation of this information and in accordance with normal practice, the Issuer expresses no opinion in respect of the information contained in this Notice. Furthermore, this Notice is issued without prejudice to any and all of the Issuer's rights under the Transaction Documents relating to the Notes, all of which are expressly reserved.
This notice is solely directed to the holders of the Notes and should not be relied upon or used by any other person.
"We refer to the servicing agreement dated 11 August 2005 between, amongst others, the Issuer, the Trustee and Barclays Capital Mortgage Servicing Limited as Master Servicer and Special Servicer (the "Servicing Agreement"). We also refer to the Credit Facility Agreement (the "Facility Agreement") dated 26th May 2005 between, among others, Mr Donal O'Mahony (as Borrower) and Barclays Bank Plc (NYSE: BCS-PA - news) (as Original Lender and Security Agent) and to the Master Definitions Schedule dated 11 August 2005 signed by, among others, the Issuer.
Words and expressions defined in the Master Definitions Schedule and/or the Facility Agreement (as applicable) shall have the same meaning when used in this letter unless the contrary is otherwise stated or the context otherwise requires.
On the Final Maturity Date falling on 18 April 2011, the Borrower failed to repay the outstanding amount of the Loan, together with all other amounts due under the Finance Documents in breach of the requirement set out in paragraph (b) of clause 4 (Repayment) of the Facility Agreement. The non-payment of the amounts payable under paragraph (b) of Clause 4 (Repayment) were not remedied in accordance with paragraph (b) of Clause 15.2 (Non-payment) of the Facility Agreement. As a consequence an Event of Default occurred under clause 15.2 (Non-payment) of the Facility Agreement.
The Event of Default constituted a Payment Default for the purposes of paragraph (a) (i) of Clause 5.1 (Special Servicing Events) of the Servicing Agreement and therefore a Special Servicing Event (as defined in the Servicing Agreement)
occurred and the Admiral Portfolio Loan became a Specially Serviced Loan as notified on the 28th April 2011.
The Admiral Portfolio Loan is now specially serviced by Capita Asset Services (London) Ltd in its capacity as Special Servicer.
Following the transfer of the loan, the Special Servicer has been working closely with the borrower and his representatives with regards to a consensual sale of the three properties in the portfolio in order to avoid the need for enforcement and the associated costs.
The properties had been on the market since the beginning of 2011, prior to loan expiry.
On the 21st September 2011 we advised that following marketing and negotiations with potential purchasers, offers had been accepted for the Alderman Hill property in the sum of £2.175m, Mare Street in the sum of £3.45m and Admirals House in the sum of £7.7m.
On the 20th December 2011 we confirmed that the sales had completed for both Mare Street and Admirals House and that the proceeds would be applied at January 2012 IPD.
On the 7th March we confirmed that the net sales proceeds were applied at IPD in January 2012 leaving an outstanding principal balance of £2.494m secured on the final property, Alderman Hill.
We additionally advised that the sale of the Alderman Hill property in the sum of £2.175m initially failed to complete and required re marketing, albeit that the level of purchaser interest was compromised by a lease break, in relation to the lease to The Secretary of State for the Environment, in September 2013.
Following discussions between the borrower and the tenant, agreement was reached to remove the lease break in September 2013, in return for an 18 month rent free period.
Valuers had confirmed that without the re gear, the value of the property had reduced to £1.8m and liquidity in achieving a sale was adversely affected.
By removing the lease break, notwithstanding the rent free period, value was put at £2.05m, with enhancement in terms of prospects of achieving a sale.
The lease re gear was agreed by the special servicer, and the property was re marketed.
As a result, improved interest was generated, resulting in 3 offers.
A sale was agreed at £2.025m, the highest bid, with completion expected prior to April 2012 IPD.
On the 19th April we confirmed that the sale has completed and the sales proceeds received.
This notice is to confirm that following the application of the net sale proceeds, the principal loss is £514,215.71
The Special Servicer is unable to directly respond to any individual Noteholder queries. The Special Servicer can consult with any duly appointed Operating Advisor. As far as the Special Servicer is aware, no Operating Advisor is currently appointed by the Noteholders."
Dated: 1 May 2012
By:
BELLATRIX (ECLIPSE 2005-2) PLC
35 Great St. Helen's
London EC3A 6AP
cc:
BNY Mellon Corporate Trustee Services Limited (in its capacity as Trustee)
One Canada Square
London E14 5AL
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
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