Green Apple 2007-I
THIS NOTICE AMENDS AND SUPERSEDES THE PREVIOUS NOTICE DATED 26 JANUARY 2012 TO TAKE INTO ACCOUNT A CHANGE TO THE ISIN NUMBERS. RECIPIENTS OF THE NOTICE DATED 26 JANUARY 2012 SHOULD DISREGARD IT
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
€1,486,500,000 Class A Mortgage Backed Floating Rate Notes 2046
ISIN XS0322161026 (the “Class A Notes”)
€10,500,000 Class B Mortgage Backed Floating Rate Notes 2046
ISIN XS0322161299 (the “Class B Notes”)
€3,000,000 Class C Mortgage Backed Floating Rate Notes due 2046
ISIN XS0322161372 (the “Class C Notes”)
Green Apple B.V.
(the “Issuer” or the “Transaction”, as applicable)
on 26 September 2007
The “Class A Notes”, the “Class B Notes” and the “Class C 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 28 September 2007 and entered into between, among others, the Issuer and Stichting Security Trustee Green Apple 2007-I NHG as security trustee (the “Security Trustee”);
2. the Master Definitions Agreement (the “Master Definitions Agreement”) dated 26 September 2007 and entered into between, among others, the Issuer and the Security Trustee;
3. the Liquidity Facility Agreement (the “Liquidity Facility Agreement”) dated 28 September 2007 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 Floating Rate Guaranteed Investment Contract (the “GIC”) dated 28 September 2007 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 “Floating Rate 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”).
1. shall use its best efforts within twenty days of such RBS Downgrade to (i) transfer the balance of the GIC Account to an alternative bank which has a short term rating for its unsecured, unsubordinated and unguaranteed debt obligations at least equal to the Short Term Requisite Rating or (ii) obtain a third party, having at least the Short Term Requisite Rating to guarantee the obligations of the Floating Rate GIC Provider, which guarantee is in accordance with the then current rating criteria, or (iii) take any other action to maintain the then current ratings assigned to the Notes; or
2. may at any time (only with the written permission of the Security Trustee), by written notice terminate the GIC,
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 Floating Rate GIC Provider still meet Fitch’s current counterparty criteria and that the Notes' ratings are unaffected by the RBS downgrade.
Following the Fitch Press Release, the Issuer, the Floating Rate 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 Floating Rate 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 Floating Rate GIC Provider 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 Floating Rate 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 Floating Rate 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 Floating Rate GIC Provider and/or the Liquidity Facility Provider agree to notify the Issuer and the Security Trustee in the event that any of the statements in paragraphs (a) to (c) above are no longer true, to the best of RBS’ knowledge.
Noteholders may contact the Issuer at:
Green Apple B.V.
Fred Roeskestraat 123
1076 EE, Amsterdam
Attention: Issuer Director
Fax: + 31205771188
Ref: Green Apple B.V.
Noteholders may contact the Trustee at:
Stichting Security Trustee Green Apple 2007-I NHG
Claude Debussylaan 24
1082 MD Amsterdam
Attention: Securitisation Department
Ref: Green Apple B.V.
This Notice is given by the Issuer.
27 January 2012