EXHIBIT 4.11
DATED ___ NOVEMBER, 2002
▇▇▇▇▇▇ FINANCING (NO. 6) PLC
as Sixth Issuer
and
PECOH LIMITED
as Post-Enforcement Call Option Holder
and
THE BANK OF NEW YORK
as Sixth Issuer Security Trustee
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SIXTH ISSUER POST - ENFORCEMENT CALL OPTION AGREEMENT
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[▇▇▇▇▇ & OVERY LOGO]
London
THIS AGREEMENT is made as a DEED on ___ November, 2002
BETWEEN
(1) ▇▇▇▇▇▇ FINANCING (NO. 6) PLC (registered number 4359738), a public
limited company incorporated under the laws of England and Wales whose
registered office is at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "SIXTH ISSUER");
(2) PECOH LIMITED (registered number 3982397), a private limited company
incorporated under the laws of England and Wales whose registered office
is at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇ (the "POST-ENFORCEMENT CALL OPTION HOLDER"); and
(3) THE BANK OF NEW YORK acting through its office at One Canada Square,
London E14 5AL (in its capacity as the "SIXTH ISSUER SECURITY TRUSTEE",
which expression shall include such persons and all other persons for
the time being acting as security trustee or security trustees under the
Sixth Issuer Deed of Charge).
IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
The Amended and Restated Master Definitions and Construction Schedule
and the Sixth Issuer Master Definitions and Construction Schedule, both
signed for the purposes of identification by ▇▇▇▇▇ & Overy and ▇▇▇▇▇▇▇▇▇
and May on ___ November, 2002 (as the same may be amended, varied or
supplemented from time to time with the consent of the parties hereto)
are expressly and specifically incorporated into this Deed and,
accordingly, the expressions defined in the Amended and Restated Master
Definitions and Construction Schedule and the Sixth Issuer Master
Definitions and Construction Schedule (as so amended, varied or
supplemented) shall, except where the context otherwise requires and
save where otherwise defined herein, have the same meanings in this
Deed, including the Recitals hereto and this Deed shall be construed in
accordance with the interpretation provisions set out in CLAUSE 2 of the
Amended and Restated Master Definitions and Construction Schedule and
the Sixth Issuer Master Definitions and Construction Schedule. In the
event of a conflict between the Amended and Restated Master Definitions
and Construction Schedule and the Sixth Issuer Master Definitions and
Construction Schedule, the Sixth Issuer Master Definitions and
Construction Schedule shall prevail.
2. OPTION
2.1 In the event that the Sixth Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Class B Sixth
Issuer Notes or the Class C Sixth Issuer Notes (as the case may be)
under the Sixth Issuer Deed of Charge, the remaining proceeds of such
enforcement are insufficient to pay in full all principal and interest
and other amounts whatsoever due in respect of the Class B Sixth Issuer
Notes or the Class C Sixth Issuer Notes (as the case may be) and all
other claims ranking pari passu therewith, then the Class B Sixth Issuer
Noteholders or the Class C Sixth Issuer Noteholders (as the case may be)
shall, upon the Sixth Issuer Security having been enforced and realised
to the maximum possible extent as certified by the Sixth Issuer Security
Trustee, be forthwith entitled to their respective shares of such
remaining proceeds (as determined in accordance with the provisions of
the Sixth Issuer Deed of Charge) and the date upon which payment to each
Class B Sixth Issuer
2
Noteholder or Class C Sixth Issuer Noteholder (as the case may be) is
made shall be called the "OPTION EXERCISE DATE".
2.2 The Sixth Issuer Security Trustee hereby grants, and the Sixth Issuer
hereby acknowledges, an option (the "OPTION"), under which the Sixth
Issuer Security Trustee has no personal liability, exercisable by the
Post-Enforcement Call Option Holder (or by any designated subsidiary of
the Post-Enforcement Call Option Holder, to be designated by notice from
the Post-Enforcement Call Option Holder to the Sixth Issuer Security
Trustee at the discretion of the Post-Enforcement Call Option Holder
(the "DESIGNATED SUBSIDIARY")) permitting the Post-Enforcement Call
Option Holder (or any Designated Subsidiary) to acquire at any time on
or after the Option Exercise Date all (but not some only) of the
Relevant Sixth Issuer Notes (as defined below) outstanding as at the
Option Exercise Date, together with accrued interest thereon ("RELEVANT
SIXTH ISSUER NOTES" being for the purposes of this Deed, all the Class B
Sixth Issuer Notes and all the Class C Sixth Issuer Notes).
2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder
(or any Designated Subsidiary) by notice from the Post-Enforcement Call
Option Holder (or the Designated Subsidiary) to the Sixth Issuer
Security Trustee and the Sixth Issuer Noteholders in accordance with
CONDITION 14.
3. CONSIDERATION
The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
shall pay to the Sixth Issuer Noteholders in respect of the exercise of
the Option, the sum of one ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in respect of each Class B
Sixth Issuer Note and each Class C Sixth Issuer Note then outstanding.
4. ACKNOWLEDGEMENT BY SIXTH ISSUER SECURITY TRUSTEE
The Sixth Issuer Security Trustee acknowledges that the Class B Sixth
Issuer Notes and the Class C Sixth Issuer Notes are to be issued subject
to the Option and the Sixth Issuer Security Trustee hereby grants the
Option but does so entirely without warranty, responsibility or
liability as to its effectiveness or otherwise on the part of the Sixth
Issuer Security Trustee to the Sixth Issuer Noteholders or any other
person. In accordance with the Conditions, each of the relevant Sixth
Issuer Noteholders, by subscribing for or purchasing the Class B Sixth
Issuer Notes or the Class C Sixth Issuer Notes (as the case may be),
shall, upon subscription or purchase, be deemed to have agreed to be
bound by and, to the extent necessary, to have ratified the granting of
the Option.
5. NOTICES
Any notices to be given pursuant to this Deed to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in
the case of facsimile transmission) when despatched, (where delivered by
hand) on the day of delivery if delivered before 17.00 hours on a
Business Day or on the next Business Day if delivered thereafter or on a
day which is not a Business Day or (in the case of first class post)
when it would be received in the ordinary course of the post and shall
be sent:
(a) in the case of the Sixth Issuer to: ▇▇▇▇▇▇ Financing (No. 6)
PLC, ▇/▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇[ (facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the
attention of the Company Secretary with a copy to Abbey National
plc, c/o Abbey House (AAM126), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇
▇
▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇▇▇ ▇▇▇ ▇▇▇) for the attention
of Securitisation Team, Business Relationship Management___;
(b) in the case of the Post-Enforcement Call Option Holder to: PECOH
Limited, c/o Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for
the attention of the Company Secretary with a copy to Abbey
National plc, c/o Abbey House (AAM 126), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇▇▇ ▇▇▇ ▇▇▇) for
the attention of Securitisation Team, Business Relationship
Management; and
(c) in the case of the Sixth Issuer Security Trustee to: The Bank of
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number
___) for the attention of [The Manager, Trust Administration],
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by any
party to the others by written notice in accordance with the provisions
of this CLAUSE 5.
6. GOVERNING LAW
This Deed shall be governed by, and construed in accordance with,
English law.
IN WITNESS whereof the parties hereto have executed this agreement as a Deed on
the day and year first before written.
EXECUTED as a DEED by )
▇▇▇▇▇▇ FINANCING (NO. 6) PLC)
acting by two directors/ )
a director and secretary )
Director
Director/Secretary
EXECUTED as a DEED by: )
PECOH LIMITED acting by )
two directors/ )
a director and secretary )
Director
Director/Secretary
EXECUTED as a DEED by )
THE BANK OF NEW YORK, )
4
)
acting by its attorney )
in the presence of: )
Witness:
Name:
Address: