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E-MAC NL 2004-I B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY   TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

 

IMPORTANT NOTICE TO THE HOLDERS OF THE

€763,000,000 Class A Mortgage Backed Floating Rate Notes 2036

ISIN: XS 0188806870 ; Common Code: 018880687 ; Fondscode: 14688

( the “Class A Notes”)

   €17,500,000 Class B Mortgage Backed Floating Rate Notes 2036

ISIN: XS 0188807506 ; Common Code: 018880750 ; Fondscode: 14689

(the “Class B Notes”)

€12,000,000 Class C Mortgage Backed Floating Rate Notes due 2036

ISIN: XS 0188807928 ; Common Code: 018880792 ; Fondscode: 14690

(the “Class C Notes”)

€7,500,000 Class D Mortgage Backed Floating Rate Notes due 2036

ISIN: XS 0188808819 ; Common Code: 018880881 ; Fondscode: 14691

(the “Class D Notes”)

 

issued by

E-MAC NL 2004-I BV

(the “Issuer” or the “Transaction”, as applicable)

on 7 April 2004

The “Class A Notes”, the Class B Notes, the “Class C Notes” and the “Class D Notes”, are together referred to as the “Notes”.

 

Capitalised terms used but not otherwise defined in this notice shall have the meanings ascribed to them in:

 

1. the Terms and Conditions of the Notes set out in the Trust Deed (the “Trust Deed”) dated 7 April 2004 and entered into between, among others, the Issuer and Stichting Security Trustee E-MAC NL 2004-I as security trustee (the “Security Trustee”);

 

2. the Master Definitions Agreement (the “Master Definitions Agreement”) dated 5 April 2004 and entered into between, among others, the Issuer and the Security Trustee;

 

3. the Liquidity Facility Agreement (the “Liquidity Facility Agreement”) dated 7 April 2004 and entered into between the Issuer, the Security Trustee and The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank N.V. (London Branch)) (the “Liquidity Facility Provider”); and

 

4 . the Guaranteed Investment Contract (the “GIC”) dated 7 April and entered into between the Issuer, the Security Trustee and The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank N.V. (London Branch)) (the “GIC Provider”).

 

On 13 October 2011, Fitch downgraded the Liquidity Facility Provider’s:

 

1. long term rating to ‘A’ from ‘AA-’; and

2 short term rating to ‘F1’ from ‘F1+’,

 

the “RBS Downgrade”.

 

As a result of the RBS Downgrade, the Steps (as defined below) may be taken in accordance with the Liquidity Facility Agreement and the GIC.

 

Liquidity Facility Agreement

The Issuer will have a right to make a Liquidity Facility Stand-by Drawing, in accordance with Clause 4.4 (Liquidity Facility Stand-by Drawings) of the Liquidity Facility Agreement, in an amount equal to the Liquidity Facility Available Amount at that time (the “LFA Steps”).

GIC

The Issuer will use its best endeavours to:

1. find an alternative GIC Provider acceptable to S&P, Moody’s and Fitch, transfer its rights and obligations under the GIC to such alternative GIC Provider and transfer the Transaction Accounts Balances to the account of the Issuer with such alternative GIC Provider; or

2. find any other solution acceptable to S&P, Moody’s and Fitch to maintain the then current ratings assigned to the Rated Notes,

the “GIC Steps” and together with the LFA Steps , the “Steps”.

 

Pursuant to the press release issued by Fitch dated 11 November 2011 (the “Fitch Press Release”), Fitch has confirmed that despite the RBS Downgrade, the Liquidity Facility Provider and the GIC Provider still meet Fitch’s current counterparty criteria (the “Fitch Criteria”) and that the Notes' ratings are unaffected by the RBS downgrade.

 

Following the Fitch Press Release, the Issuer, the GIC Provider and the Liquidity Facility Provider requested by a letter dated 21 December 2011 (the “Request”)  that, to the extent not taking the Steps would constitute a breach or proposed breach by the Issuer, the GIC Provider or the Liquidity Facility Provider of any of the Relevant Documents, the Security Trustee waive any such breach or proposed breach by either the Issuer, the Liquidity Facility Provider or the GIC Provider, given that RBS, as the GIC Provider and the Liquidity Facility Provider, meets the Fitch Criteria, as long as:

 

(a) the determination stipulated by Fitch in the Fitch Press Release does not change; and

 

(b) the Liquidity Facility Provider does not get further downgraded; and

 

(c) the GIC Provider does not get further downgraded.

 

The Security Trustee has consented to the Request on the basis that doing so is not materially prejudicial to the Noteholders.

 

Further, the Issuer, the Security Trustee, the Liquidity Facility Provider and the GIC Provider acknowledge that neither the Liquidity Facility Agreement nor the GIC contain the Fitch Criteria, but have agreed to include the Fitch Criteria in those agreements should any other amendment be required to them.

 

The GIC Provider and/or the Liquidity Facility Provider agree to notify the Issuer and the Security Trustee in the event that any of the statement in paragraphs (a) to (c) above are no longer true, to the best of RBS’ knowledge.

Noteholders may contact the Issuer at:

                       

E-MAC NL 2004-I B.V.

Fred Roeskestraat 123

1076 EE, Amsterdam

The Netherlands

Attention:          Issuer Director

e-mail:              emac@atccapitalmarkets.com

 

Ref:                   E-MAC NL 2004-I BV

Noteholders may contact the Trustee at:

                       

Stichting Security Trustee E-MAC NL 2004-I

Fred Roeskestraat 123

1076 EE, Amsterdam

The Netherlands

Attention:         Security Trustee Director

Fax:                  +31205771188

e-mail:              securitisation@atccapitalmarkets.com

 

Ref:                   E-MAC NL 2004-I BV

 

 

This Notice is given by the Issuer.

26 January 2012

 

Notice to Noteholders (Liquidity Facility Provider and GIC downgrade)
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