Citadel 2010-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 5 November 2012

 

Citadel 2010-II B.V. (the Issuer)

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

 

EUR 990,650,000 floating rate Senior Class A Mortgage-Backed Notes 2010 due 2042, issue price 100 per cent., ISIN Code XS0528006090

EUR 84,550,000 floating rate Mezzanine Class B Mortgage-Backed Notes 2010 due 2042, issue price 100 per cent., ISIN Code XS0528008468

EUR 136,700,000 floating rate Mezzanine Class C Mortgage-Backed Notes 2010 due 2042, issue price 100 per cent., ISIN Code XS0528012064

EUR 31,100,000 floating rate Junior Class D Mortgage-Backed Notes 2010 due 2042, issue price 100 per cent., ISIN Code XS0528013542

EUR 12,450,000 floating rate Subordinated Class E Notes 2010 due 2042, issue price 100 per cent., ISIN Code XS0528016131

 

The capitalised terms used in this notice shall bear the same meanings given to them in the Prospectus dated 30 July 2010 for Citadel 2010-II B.V.

 

Citadel 2010-II B.V. hereby gives notice to all holders of the Notes of the occurrence of the following:

 

(a)    in connection with, inter alia, the downgrade by S&P of the rating assigned to the long-term unsecured, unsubordinated and unguaranteed debt obligations of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., trading as Rabobank International, and in order to comply with the current S&P's applicable counterparty criteria, as lastly amended on 31 May 2012, the definition of 'Required Minimum Rating' has been amended and certain other amendments were made by means of execution of a deed of amendment and restatement to the Liquidity Facility Stand-by Account Agreement and the Master Definitions Agreement (the "Deed of Amendment and Restatement"), with attached the amended and restated Master Definitions Agreement and the amended and restated Liquidity Facility Stand-by Account Agreement;

 

(b)    the Security Trustee has given its consent to the modifications set forth in the Deed of Amendment and Restatement and the entering by the Issuer into such deed;

 

The Deed of Amendment and Restatement, the amended and restated Master Definitions Agreement and the amended and restated Liquidity Facility Stand-by Account Agreement 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.

 

For more information

Citadel 2010-II B.V.

ATC Management B.V.

+31 20577 1177

Notice