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To Noteholders of SMILE Securitisation Company 2001 B.V. & SMILE Securitisation Company 2007 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 8 February 2010

 

SMILE Securitisation Company 2001 B.V.

A private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) 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

 

SMILE Securitisation Company 2007 B.V.

A private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) 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

 

(each an ‘Issuer’)

 

Capitalised terms used in this notice shall bear the same meaning given to them in the Prospectus dated 11 December 2001 for SMILE Securitisation Company 2001 B.V. and 22 February 2007 for SMILE Securitisation Company 2007 B.V.

 

Each Issuer hereby gives notice to all holders of the relevant Notes of the occurrence of the following events relevant to the securitisation transactions underlying the Notes and initiated by The Royal Bank of Scotland N.V. (previously named ABN AMRO Bank N.V.) (“RBS”) (each a “Securitisation”):

 

(a)    RBS transferred its assets and liabilities comprising the majority of the Dutch State acquired businesses, by way of a legal demerger pursuant to section 2:334a et seq of the Dutch Civil Code and by way of novation to ABN AMRO Bank N.V. (previously named ABN AMRO II N.V.) (“ABN AMRO”), a public company with limited liability (naamloze vennootschap) under Netherlands law, on 6 February 2010 (the "Demerger").

(b)    Part of the Dutch State acquired businesses are securitisation transactions (including the Relevant Documents) initiated by RBS on 12 December 2001 and 22 February 2007, in which   SMILE Securitisation Company 2001 B.V. and SMILE Securitisation Company 2007 B.V. acted as Issuer respectively.

As the relevant Swap Agreements are governed by English law, the rights and obligations under these Swap Agreements can not be transferred to ABN AMRO as a result of the legal demerger and therefore RBS has transferred the rights and obligations under the relevant Swap Agreements to ABN AMRO separately by way of novation and the Swap Parties together with ABN AMRO have entered into a novation confirmation to that effect.

(c)    In connection with the Demerger, certain amendments have been made to certain Transaction Documents to reflect the Demerger by way of entering into a Deed of Amendment.

(d)    Each of the Security Trustees has given its consent to (i) any modification or amendment and any waiver or authorisation of any breach or proposed breach by RBS of the Relevant Documents as set out in the relevant Deeds of Amendment for these securitisation transactions and (ii) the transfer of the rights and obligations of RBS under the Relevant Documents in any of its capacities to ABN AMRO as a result of the legal demerger, including in view of any contractual limitations of transfer by RBS in any of its capacities as may be set forth in the Relevant Documents.

(e)    Each of the Security Trustees confirms that (i) any consent, modification, authorisation or waiver with respect to the Relevant Documents pursuant to the relevant Deeds of Amendment is in the opinion of the Security Trustee not materially prejudicial to the interests of the Noteholders and that (ii) the Rating Agencies have been notified of the intention to effect such consent, modifications, authorisations and waivers and that the relevant Rating Agencies have confirmed in writing that the ratings of the Notes will not be adversely affected.

(f)     ABN AMRO replaced RBS, with the exception of ABN AMRO Bank N.V. acting through its London Branch, under the Relevant Documents to which RBS was a party and as such is bound to such Relevant Documents.

 

For information on the ratings of ABN AMRO we refer to its website; www.abnamro.com. For information on the Demerger and the relevant Securitisation we refer to the website of the relevant Security Trustee and Issuer; www.ant-trust.nl and www.atcgroup.com/en/capital-market/news.

 

Please read the following press release regarding SMILE Securitisation Company 2001 B.V. and SMILE Securitisation Company 2007 B.V.
Private Wealth Services