36PU Elan Inst Nts40

    


E.L.A.N. Limited



                                E.L.A.N. Limited

            Series 2001-1 Secured Installment Notes due 23 Nov 2040 -

                                  XS0122960882


                                E.L.A.N. LIMITED

                                Whiteley Chambers

                                   Don Street

                                    St Helier

                                 Jersey JE4 9WG

                                     NOTICE

                                in respect of the

   Series 2001-1 EUR 57,980,000 Secured Instalment Notes due 23 November 2040
            issued by E.L.A.N. Limited (the "Company") (the "Notes")

NOTICE IS HEREBY GIVEN BY THE COMPANY THAT the terms and conditions of the Notes
were amended, with effect on and from 11 December 2007, pursuant to a written
resolution of the holders of 100% of the principal amount outstanding of the
Notes and to the terms of a supplemental agreement dated 25 January 2008 entered
into between, amongst others, the Company, the Trustee and the holders of 100%
of the principal amount outstanding of the Notes (the "Supplemental Agreement").

The main amendments are summarised as follows:

1. the definition of "Eligible Investment Criteria" (as set out in Special
Condition (F)) was amended so that:

"Eligible Investment Criteria" means (i) up to and including 31 December 2017,
any debt security including, without limitation, any debt security issued with
the benefit of a security interest over certain other assets, and includes, for
the avoidance of doubt, any debt security described as a collateralised debt,
loan or bond obligation, provided that if such debt security is an asset-backed
note, collateralised debt obligation, mortgage backed note, zero coupon note,
credit linked note or other obligation which relies for payment on the
performance of any specified asset or pool of assets or which has its return or
repayable amount determined by reference to the performance of any derivative,
index or other specified matter (a "Structured Debt Security"), such Structured
Debt Security will either have a maturity date no later than 31 December 2017 or
any derivative embedded within such Structured Debt Security will terminate no
later than 31 December 2017; and (ii) from the Business Day following 31
December 2017, any debt security other than a Structured Debt Security.

For the avoidance of doubt, the existing rating agency criteria, listing
requirement and Euroclear/Clearstream trading requirements (as set out in the
definition of "Eligible Investment Criteria" prior to the amendments effected by
the Supplemental Agreement) have not been amended and remain part of the
Eligible Investment Criteria.

2. Condition 7(g) (Portfolio Substitution Event) (as set out in Special
Condition (C)) was amended by the addition of:

(a) new paragraph (v) providing that, during the period from (and including) 11
December 2007 to (but excluding) 11 December 2011 (the "Substitution Approval
Period"), no Portfolio Substitution Demand may be exercised without the prior
approval of holders of more than 50% in principal amount of the Notes.

(b) new paragraph (vi) providing that during the Substitution Approval Period,
holders of more than 50% of the Notes may request the substitution of the New
Underlying Assets (as defined in 6. below) or any Underlying Assets substituted
or replaced therefor by delivering a written request (the "Portfolio
Substitution Request") to the Issuer, the Trustee and the Counterparty,
specifying details of the proposed Substituted Bond, the proposed Exchanged Bond
and the proposed Portfolio Substitution Date (which shall be a day falling no
less than 5 Business Days after the day such written notice is given by the
holders of the Notes).

3. Condition 7(h) ((Approved Underlying Assets Redemption Event)) (as set out in
Special Condition (D)) was amended by the addition of:

(a) new paragraph (v) providing that, during the Substitution Approval Period,
the Counterparty may not Deliver a Replacement Bond unless that Replacement Bond
has been approved by holders of more than 50% in principal amount of the Notes.

(b) new paragraph (vi) providing that, during the Substitution Approval Period,
upon the occurrence of an Approved Underlying Assets Redemption Event in respect
of the New Underlying Assets or any Underlying Assets substituted or replaced
therefor and notification thereof being given by the Issuer acting through the
Determination Agent as set out in (i) above, unless a Replacement Bond has been
approved by the Noteholders as set out in (v) above, the Noteholders may give
written notice to the Issuer, the Trustee and the Counterparty proposing a
Replacement Bond to be Delivered by the Counterparty to the Issuer.

4. the definition of "Portfolio Substitution Event" (as set out in Special
Condition (F)) was amended as follows:

""Portfolio Substitution Event" means the Counterparty has exercised a Portfolio
Substitution Demand, or has approved a Portfolio Substitution Request, in
respect of a debt security included within the Portfolio (and the debt security
the subject of the Portfolio Substitution Demand or Portfolio Substitution
Request, as the case may be, the "Substituted Bond");"

5. the Substitution Transaction Confirmation and the Replacement Transaction
Confirmation relating to the Notes were amended to reflect the amendments to
Conditions 7(g) and 7(h) set out in paragraphs 1, 2 and 3 above.

6. EUR 34,800,000 of Arosa Funding Limited Series 2005-3 Secured Floating Rate
Credit-Linked Notes due 2030 (ISIN: XS0229093710) (the "Existing Underlying
Assets") will be substituted with EUR 34,800,000 of Elva Funding plc Series
2007-14 Secured Floating Rate Credit Linked Notes due 2030 (ISIN: XS0336583462)
(the "New Underlying Assets") by the Issuer Delivering the Existing Underlying
Assets to the Counterparty on or prior to 28 December 2007 and the Counterparty
Delivering the New Underlying Assets to the Issuer on or around 8 January 2008.
For so long as the New Underlying Assets are Underlying Assets, an additional
amount will be payable in respect of the Notes (and a pro rata amount will be
payable in respect of each Note) equal to any amount received by the Issuer in
accordance with the terms and conditions of the New Underlying Assets by way of
payment of all or a portion of the balance of the performance account relating
to the New Underlying Assets, such amount being payable by the Issuer one
Business Day after the corresponding payment is received by the Issuer. For the
avoidance of doubt, such amount will not be payable by the Issuer to the
Counterparty under the Swap Transaction and the definition of "Fixed Rate Payer
B Fixed Amount" in the Swap Transaction Confirmation was amended accordingly to
exclude such amount.

Terms used and not defined in this notice shall have the same meanings given
thereto in the terms and conditions of the Notes as described in the
Supplementary Listing Particulars dated 14 February 2001 and prepared in
connection with the Notes.

A copy of the Supplemental Agreement will be available for inspection during
usual business hours on any weekday (Saturday, Sunday and public holidays
excepted) at the registered office of the Issuer for so long as the Notes are
outstanding.

Date: 5 February 2008

E.L.A.N. Limited

Contact: Ogier SPV Services Limited

Telephone: 01534 504000

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