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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 13 September 2013


Securitized Guaranteed Mortgage Loans 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


euro 500,000,000 Senior Class A Mortgage-Backed Notes 2008 due 2045

ISIN Code NL0006477739

euro 24,000,000 Subordinated Class B Notes 2008 due 2045

ISIN Code NL0006477747


(the "Notes")



The capitalised terms used in this notice shall bear the same meanings given to them in the master definitions agreement dated 29 October 2008 as lastly amended and restated on 16 April 2012 as the same may be further amended, restated, supplemented or otherwise modified from time to time for Securitized Guaranteed Mortgage Loans II B.V.


Securitized Guaranteed Mortgage Loans II B.V. hereby gives notice to all holders of the Notes of the occurrence of the following events:


(a)    the definition of the Optional Redemption Date has been amended so that an "Optional Redemption Date" means the Quarterly Payment Date falling in October 2018 and each Quarterly Payment Date thereafter;


(b)    in connection with the extension as set forth under (a), the parties to the Interest Swap Agreement have (i) made certain amendments to the Interest Swap Agreement, and (ii) entered into an interest rate reset agreement;


(c)    after the quarterly Payment Date falling in July 2013, the Issuer may no longer purchase Substitute NHG Mortgage Receivables;


(d)    to reflect the changes as described under (a), (b) and (c) above and to allow for the payment of negative interest to the Floating Rate GIC Provider and subordination thereof in certain cases, the following Relevant Documents have been amended:


a.     the Master Definitions Agreement;

b.     the Mortgage Receivables Purchase Agreement;

c.     the Trust Deed;

d.     the Floating Rate GIC;

e.     the Administration Agreement; and

f.      the Liquidity Loan Agreement.


(e)    in accordance with the relevant clauses of the Trust Deed and following a Noteholders resolution, the Security Trustee has given its consent to the restructuring;


The amended Relevant Documents are available for inspection at the office of the Security Trustee at Fred. Roeskestraat 123, 1076 EE Amsterdam. For i nformation on the securitisation transaction we refer to the following website:


For more information:

Securitized Guaranteed Mortgage Loans II B.V .

ATC Management B.V.

+31 20577 1177

Notice to Noteholders
Private Wealth Services