Securitized Guaranteed Mortgage Loans II B.V.
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.
The date of this notice is 16 April 2012
Securitized Guaranteed Mortgage Loans II B.V. (the "Issuer")
A private limited liability company (besloten vennootschap met beperkte aansprakelijkeheid) incorporated under the laws of the Netherlands having its corporate seat in Amsterdam, the Netherlands, and its registered office at Fred. Roeskestraat 123, 1076 EE Amsterdam, the Netherlands
euro 500,000,000 floating rate Senior Class A Mortgage-Backed Notes 2008 due 2045 , issue price 100 per cent.
euro 24,000,000 floating rate Subordinated Class B Notes 2008 due 2045 , issue price 100 per cent.
The capitalised terms used in this notice shall bear the same meanings given to them in the Prospectus dated 31 October 2008 for Securitized Guaranteed Mortgage Loans II B.V.
The Issuer hereby gives notice to all holders of the Notes of the occurrence of the following events:
(a) ATC Financial Services B.V. has replaced Achmea Hypotheekbank N.V. as Issuer Administrator and will perform the Issuer Services subject to and in accordance with the Administration Agreement;
(b) on 12 April 2010, Stichting Incasso Achmea Hypotheken has been established as a collection foundation to hold certain accounts to which, inter alia, payments on the Mortgage Receivables and other mortgage receivables are made and a new account opened in the name of the collection foundation to enable and facilitate payment to be made by the collection foundation, in order to (i) collect moneys derived from mortgage receivables to which the Issuer and the Security Trustee are entitled and therefore for the benefit of the Issuer and the and the Security Trustee and to collect other amounts to which the Seller or any of its group companies is entitled and (ii) pay or transfer to the account(s) of the Issuer and the Security Trustee, amounts standing to the credit of the collection foundation accounts due to such party in accordance with the relevant transaction documents relating to the mortgage receivables and pay or transfer to the account(s) of the Seller or any of its group companies other amounts to which such party is entitled;
(c) on 6 July 2011 Fitch Ratings Ltd ("Fitch") established new criteria in relation to residential mortgage backed securities backed by NHG Mortgage Receivables (the "Fitch Criteria"). In order to maintain the AAA rating by Fitch on the Senior Class A Notes and to comply with the Fitch Criteria a subordinated loan agreement has been entered into by the Issuer;
(d) Moody's Investors Service Limited ("Moody's") has been requested to issue a rating on the Senior Class A Notes and has issued such rating;
(e) in connection with, inter alia, the establishment of the Collection Foundation, the rating of Moody's and the Fitch Criteria , certain Relevant Documents were amended and restated and certain NHG Mortgage Receivables were sold by the Issuer and repurchased by Achmea Hypotheekbank N.V. as set out and subject to the deed of accession, pledge and amendment dated 13 March 2012 (the "Deed of Accession, Pledge and Amendment");
(f) N.V. Bank Nederlandse Gemeenten has replaced The Royal Bank of Scotland plc. as Floating Rate GIC Provider and will perform the floating rate gic services subject to and in accordance with the amended and restated Floating Rate GIC as set out and subject to deed of contract transfer, accession, pledge and amendment dated 16 April 2012 (the " Deed of Contract Transfer, Accession, Pledge and Amendment ");
(g) the Security Trustee has given consent to the accession, modification of and any authorisation with respect to the Relevant Documents and the consequences for the Relevant Documents by signing the Deed of Accession, Pledge and Amendment and by signing the Deed of Contract Transfer, Accession, Pledge and Amendment.
The Deed of Accession, Pledge and Amendment, the Deed of Contract Transfer, Accession, Pledge and Amendment and the amended and restated Relevant Documents are available for inspection at the office of the Security Trustee at Frederik Roeskestraat 123, 1076 EE, Amsterdam. For information on the securitisation transaction we refer to the following website: www.atccapitalmarkets.com .
ATC Management B.V.
Fred. Roeskestraat 123
1076 EE Amsterdam