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To Noteholders of Smile 2005 Synthetic B.V. & Shield 1 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

 

Shield 1 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 2005 Synthetic B.V.

Each 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 (a) in the case of Shield 1 B.V., the Prospectus dated 12 December 2005 relating to the Notes issued by Shield 1 B.V. and (b) in the case of Smile 2005 Synthetic B.V., the Prospectus dated 19 December 2005 relating to the Notes issued by Smile 2005 Synthetic B.V.

 

Each Issuer hereby gives notice to all the Noteholders 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)    On 6 February 2010, 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 (the "Demerger").

(b)    Part of the Dutch State acquired businesses are the Securitisations and the related Transaction Documents.

As the Credit Default Swaps and, in the case of the Smile 2005 Synthetic B.V. Securitisation, the Agency Agreement, are governed by English law, RBS has transferred its rights and obligations thereunder to ABN AMRO separately by way of English law governed novation deeds (each a "Novation Deed").

(c)    In connection with the Demerger, certain amendments have been made to the relevant Transaction Documents to reflect the Demerger by way of entering into master amendment agreements (each an "Amendment Agreement") and the Novation Deeds.

(d)    Each of the Trustees has given its consent to, among other things, (i) RBS transferring its rights and obligations under the relevant Transaction Documents to ABN AMRO as a result of the Demerger, (ii) the relevant Issuer entering into the relevant Amendment Agreement and the relevant Novation Deed and discharging RBS from its obligations under or in connection with the English law documents named in the relevant Novation Deed, (iii) amendment of certain Transaction Documents named in the relevant Amendment Agreement or the relevant Novation Deed, as the case may be, and (iv) creation of security over any Rights (as defined in the relevant Rights Pledge) and any Rights (as defined in the relevant Accounts Pledge) in favour of the Trustee. Furthermore, the relevant Trustee has confirmed that in its opinion the interests of the relevant Noteholders shall not be materially prejudiced by the above.

(e)    The Rating Agencies have been notified of the above and have confirmed in writing that the above does not result in a reduction, withdrawal or downgrading of the rating of the relevant Notes and does not have an adverse effect on the current rating of the relevant Notes.

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

 

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

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Please read the following press release regarding Smile 2005 Synthetic B.V. & Shield 1 B.V.
Private Wealth Services