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Highway 2012-I B.V. - Notice to noteholders 24 September 2013

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 24 September 2013

HIGHWAY 2012-I B.V. (the Issuer)

A private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law having its corporate seat in Amsterdam, the Netherlands, and its registered office at Fred. Roeskestraat 123, 1076 EE Amsterdam, the Netherlands

EUR 450,000,000 Class A Floating Rate Notes due 2024, ISIN XS0707705470.

EUR 242,400,000 Class B Floating Rate Notes due 2024, ISIN XS0707705710.


The capitalised terms used in this notice shall bear the same meanings given to them in the Prospectus dated 10 May 2012 for Highway 2012-I B.V.


Highway 2012-I B.V. hereby gives notice to all holders of the Notes of the occurrence of the following events:

(a)         On 27 August 2013 Athlon discovered and became aware that, due to an error in the systems maintained by the Servicer, the Servicer was unable to correctly identify the occurrence of a Lease Agreement Early Termination.

(b)         Due to this error, inter alia, certain amounts due to the Issuer following the occurrence of the Lease Agreement Early Terminations that occurred between the Closing Date and 24 July 2013 have not been paid by Athlon to the Issuer. Consequently, the Issuer was unable to apply such amounts towards (a) the issuance of Additional Issuer Advances associated with the hire purchase of Additional Leased Vehicles during the Revolving Period, or (b) partial redemption of the Notes following the occurrence of the Revolving Period Termination Event (being the Payment Date falling in June 2013).

(c)         In addition, the error triggered certain other failures, defaults and potential events contained in the Transaction Documents. Within the relevant remedy periods set out in the Transaction Documents, Athlon has paid to the Issuer as remedy for and compensation for the consequences of all aforementioned failures, defaults and potential events an amount of
EUR 21,321,856 on 16 September 2013. The Issuer and the Security Trustee have accepted such remedy. The Issuer will apply this amount in accordance with the Normal Amortisation Priority of Payments on the next Payment Date. Athlon has furthermore procured to correct its systems in order to correctly reflect the early terminated Lease Agreements going forward.

(d)         All relevant parties, including the Rating Agencies, have been informed with regard to the above within the relevant notice periods. The Issuer will provide more detailed financial information with respect to the above through the next available Investor Report later this month.

For more information:


ATC Management B.V.

+31 (0)20 577 11 77

Notice to noteholders
Private Wealth Services