IMPORTANT NOTICE. You are reminded that you have been sent the attached Report on the basis that:
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1 IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Report, whether received by or otherwise received as a result of electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Report. In accessing the attached Report, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from any of the Issuer Servicer, the Issuer, the Paying Agents, the Issuer Security Trustee or the Note Trustee. You are reminded that you have been sent the attached Report on the basis that: (a) you are a holder or a beneficial owner of one or more Notes of the following Classes issued by Vulcan (European Loan Conduit No.28) Limited: 856,265,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) 50,000 Class X Commercial Mortgage Backed Variable Rate Notes due 2017 (ISIN: XS ) 22,750,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) 76,500,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) 76,500,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) 38,350,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) 3,000,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) 3,000,000 Class G Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ); and (b) you consent to delivery by electronic transmission. This Report has been sent to you in an electronic form. The hard copy version of this Report is in the same form as that sent to you in electronic form. However, you are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer Servicer, the Issuer, any Paying Agent, the Issuer Security Trustee or the Note Trustee, any person who controls, or is a director, officer, employee or agent of any of the Issuer Servicer, the Issuer, any Paying Agent, the Issuer Security Trustee or the Note Trustee nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Report distributed to you in electronic format and the hard copy version available to you on request from any of the Issuer Servicer, the Issuer, any Paying Agent, the Issuer Security Trustee or the Note Trustee. This Report does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. The distribution of this document may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required by the Issuer Servicer, the Issuer, the Paying Agents, the Issuer Security Trustee and the Note Trustee to inform themselves about, and to observe, any such restrictions. This Report does not constitute a solicitation in any circumstances in which such solicitation is unlawful. This Report does not form part of the Consent Solicitation Statement nor the Notice of Meeting published by the Issuer on 24 March None of the Issuer Servicer, the Issuer, the Paying Agents, the Issuer Security Trustee, the Note Trustee, the Lead Manager, the Co-Managers or any other person will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions. The delivery or distribution of this Report shall not under any circumstances create any implication that the information contained in this Report is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth in this Report. This Report is solely directed at the Noteholders. None of the Issuer Servicer, the Issuer, any Paying Agent, the Issuer Security Trustee, the Note Trustee, the Lead Manager, the Co-Managers or any other person has independently verified, nor do they assume any responsibility for, the accuracy of information contained in this Report. WS WS
2 REPORT THIS REPORT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about any aspect of this Report and/or the action you should take, you should consult immediately your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom) or another appropriately authorised independent financial adviser. If you have recently sold or otherwise transferred your entire holding(s) of Notes, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Vulcan (European Loan Conduit No.28) Limited (a private limited company incorporated under the laws of Ireland) (the "Issuer") REPORT TO THE HOLDERS OF 856,265,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) (the "Class A Notes") 50,000 Class X Commercial Mortgage Backed Variable Rate Notes due 2017 (ISIN: XS ) (the "Class X Notes") 22,750,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) (the "Class B Notes") 76,500,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) (the "Class C Notes") 76,500,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) (the "Class D Notes") 38,350,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) (the "Class E Notes") 3,000,000 Class F Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) (the "Class F Notes") 3,000,000 Class G Commercial Mortgage Backed Floating Rate Notes due 2017 (ISIN: XS ) (the "Class G Notes") (together, the "Notes") Pursuant to the Consent Solicitation Statement and Notice of Meeting dated 24 March 2011, the Issuer is seeking consent by Extraordinary Resolutions of the holders of each Class of the Notes (the "Noteholders") to a proposal to (i) authorise, direct and empower the Note Trustee to direct the Issuer Security Trustee, and to authorise, direct and empower the Issuer, in each case, to instruct the Issuer Servicer to approve the agreement between certain parties relating to a proposed restructuring of the Inovalis Eboué Loan and (ii) authorise, direct and empower the Note Trustee and the Issuer to direct the Issuer Security Trustee to grant waivers of Clause 11.1(b) (Covenants by the Issuer) and Clause 11.1(k) (Covenants by the Issuer) of the Issuer Security Trust Agreement and Clause 22.3(e) (Negative Covenants) and Clause 22.4(j) (Positive Covenants) of the Issuer Deed of Charge, each to the extent necessary to permit the Issuer Security Trustee and the Issuer to give the instruction set out in (i), each as is set out in the Consent Solicitation Statement and Notice of Meeting. Certain Noteholders have requested that certain information be made available to them and the Issuer wishes to ensure such information is made equally available to all Noteholders at the same time. This Report is being distributed to Noteholders in order to provide such information with respect to the assets underpinning the Inovalis Eboué Loan. A copy of the December 2010 Savills valuation report for each of (i) 4 Place Félix Eboué, Paris, France and (ii) 6 rue du Général de Larminat, Paris, France, is set out at the Annex (December 2010 Savills Valuation Reports) hereto. This Report and the information contained herein does not form part of the Consent Solicitation Statement nor the Notice of Meeting referred to above. Further, a brief overview of the proposed Capex Programme for 2011 (as defined in the Restructuring Heads of Terms), utilising the Equity Injection outlined in the Restructuring Heads of Terms as well as surplus rental income until the November 2011 Interest Payment Date, is detailed below: 4 Place Félix Eboué, Paris, France Preliminary works to be carried out on the building façade including: - structural survey - architect costs - legal fees WS WS
3 Please note that additional works, to install netting around the damaged area of the façade, were carried out in late Estimated cost: 409,720 6 rue du Général de Larminat, Paris, France Works required to service / repair primary and maintenance elevators Estimated cost: 111,005 Capitalised terms in this Report have the meaning ascribed to them in the Consent Solicitation Statement and Notice of Meeting dated 24 March Questions and requests for further information and assistance in relation to this Report may be directed to the Issuer Servicer to Msms-investors@morganstanley.com. WS WS
4 ANNEX DECEMBER 2010 SAVILLS VALUATION REPORTS WS WS
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56 ISSUER Vulcan (European Loan Conduit No.28) 53 Merrion Square Dublin 2 Ireland NOTE TRUSTEE AND ISSUER SECURITY TRUSTEE HSBC Trustee (C.I.) Limited 1 Grenville Street St Helier Jersey JE4 9PF ISSUER SERVICER Morgan Stanley Mortgage Servicing Limited 25 Cabot Square Canary Wharf London E14 4QA PRINCIPAL PAYING AGENT, AGENT BANK, REGISTRAR, COMMON DEPOSITORY, CASH MANAGER AND ISSUER OPERATING BANK HSBC Bank plc 8 Canada Square, London London E14 5HQ This notice is given by: ISSUER VULCAN (EUROPEAN LOAN CONDUIT NO.28) LIMITED 53 Merrion Square Dublin 2 Ireland [ ] April 2011 WS WS
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