EXHIBIT 4.11
Draft (3): 31st May, 2005 ▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇ LLP
EIGHTH ISSUER POST-ENFORCEMENT
CALL OPTION AGREEMENT
PERMANENT FINANCING (NO. 8) PLC
as Eighth Issuer
and
PERMANENT PECOH LIMITED
as Post-Enforcement Call Option Holder
and
THE BANK OF NEW YORK
as Security Trustee and Note Trustee
[22nd] June, 2005
CONTENTS
CLAUSE PAGE
1. Interpretation........................................................1
2. Option................................................................1
3. Consideration.........................................................2
4. Acknowledgment........................................................2
5. Notices...............................................................2
6. Exclusion of Third Party Rights.......................................3
7. Counterparts..........................................................3
8. Governing Law.........................................................3
9. Submission to Jurisdiction............................................3
Signatories....................................................................4
THIS EIGHTH ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT is made on [22nd]
June, 2005
BETWEEN:
(1) PERMANENT FINANCING (NO. 8) PLC (registered number 5434519), a public
limited company incorporated under the laws of England and Wales whose
registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the
EIGHTH ISSUER);
(2) PERMANENT PECOH LIMITED (registered number 4267666), a private limited
company incorporated under the laws of England and Wales whose
registered office is at ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇▇
POST-ENFORCEMENT CALL OPTION HOLDER);
(3) THE BANK OF NEW YORK, a New York banking corporation whose London
branch office is at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(acting in its capacity as SECURITY TRUSTEE); and
(4) THE BANK OF NEW YORK, a New York banking corporation whose London
branch office is at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(acting in its capacity as NOTE TRUSTEE).
IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated
[22nd] June, 2005 (as the same may be amended, varied or supplemented
from time to time with the consent of the parties to this Agreement)
(the MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) and the eighth
issuer master definitions and construction schedule, signed for the
purposes of identification by ▇▇▇▇▇ & Overy LLP and Sidley ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇ on [22nd] June, 2005 (as the same may be amended, varied
or supplemented from time to time with the consent of the parties to
this Agreement) (the EIGHTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) are expressly and specifically incorporated into this
Agreement and, accordingly, the expressions defined in the Master
Definitions and Construction Schedule and the Eighth Issuer Master
Definitions and Construction Schedule (as so amended, varied or
supplemented from time to time) shall, except where the context
otherwise requires and save where otherwise defined herein, have the
same meanings in this Agreement and this Agreement shall be construed
in accordance with the interpretation provisions set out in CLAUSE 2
of the Master Definitions and Construction Schedule and the Eighth
Issuer Master Definitions and Construction Schedule.
2. OPTION
2.1 In the event that the Eighth Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Class B Eighth
Issuer Notes or the Class C Eighth Issuer Notes (as the case may be)
under the Eighth 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 Eighth
Issuer Notes or the Class C Eighth Issuer Notes (as the case may be)
and all other claims ranking pari passu therewith, then the Class B
Eighth Issuer Noteholders or the Class C Eighth Issuer Noteholders (as
the case may be) shall, upon the Eighth Issuer Security having been
enforced and realised to the maximum possible extent as certified by
the Security Trustee, be forthwith entitled to their respective shares
of such remaining proceeds (as determined in accordance with the
provisions of the Eighth Issuer Deed of Charge) and the date upon
which payment to each Class B Eighth Issuer Noteholder or Class C
Eighth Issuer Noteholder (as the case may be) is made shall be called
the OPTION EXERCISE DATE.
1
2.2 The Note Trustee hereby grants, and the Eighth Issuer hereby
acknowledges, an option (the OPTION), under which the Note 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 Note Trustee and the 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 Eighth
Issuer Notes (as defined below) outstanding as at the Option Exercise
Date, together with accrued interest thereon (RELEVANT EIGHTH ISSUER
NOTES being for the purposes of this Agreement, all the Class B EIGHTH
Issuer Notes and all the Class C Eighth Issuer Notes).
2.3 The Option shall be exercised by the Post-Enforcement Call Option
Holder (or the Designated Subsidiary) by notice from the
Post-Enforcement Call Option Holder (or the Designated Subsidiary) to
the Note Trustee, the Security Trustee and the Eighth Issuer
Noteholders in accordance with Condition 15.
2.4 The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
hereby undertakes the Eighth Issuer that following the exercise of the
Option it will not release the debt, or write down the debt created by
the Option.
3. CONSIDERATION
The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
shall pay to the Eighth Issuer Noteholders in respect of the exercise
of the Option, the sum of one ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, one euro cent or one
dollar cent (as appropriate) in respect of each series of Class B
Eighth Issuer Notes and each series of Class C Eighth Issuer Notes
then outstanding.
4. ACKNOWLEDGEMENT
Each of the Security Trustee and Note Trustee acknowledges that the
Class B Eighth Issuer Notes and the Class C Eighth Issuer Notes are to
be issued subject to the Option and the Note 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 Note
Trustee to the Eighth Issuer Noteholders or any other person. In
accordance with the Conditions, each of the relevant Eighth Issuer
Noteholders, by subscribing for or purchasing the Class B Eighth
Issuer Notes or the Class C Eighth 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
Save as otherwise provided herein, any notices to be given pursuant to
this Agreement 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 5.00 p.m. on a London Business Day or on
the next London Business Day if delivered thereafter or on a day which
is not a London 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 Eighth Issuer to: Permanent Financing (No.
8) PLC, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the
Secretary with a copy to HBOS Treasury Services plc, ▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇
▇
▇▇▇ (facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention
of the Head of Mortgage Securitisation and Covered Bonds;
(b) in the case of the Post-Enforcement Call Option Holder to:
Permanent PECOH Limited, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇'▇, ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ (facsimile number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention
of the Secretary with a copy to HBOS Treasury Services plc,
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number +44
(▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the Head of Mortgage
Securitisation and Covered Bonds;
(c) in the case of the Security Trustee to: The Bank of New York,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of Global
Structured Finance - Corporate Trust; and
(d) in the case of the Note Trustee to: The Bank of New York,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile
number ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of Global
Structured Finance - Corporate Trust,
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. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of
this Agreement, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.
7. COUNTERPARTS
This Agreement may be executed in any number of counterparts, and by
the parties on separate counterparts, but shall not be effective until
each party has executed at least one counterpart. Each counterpart
shall constitute an original of this Agreement, but all the
counterparts shall together constitute but one and the same
instrument.
8. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
English law.
9. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the
non-exclusive jurisdiction of the English courts in any action or
proceeding arising out of or relating to this Agreement, and hereby
irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined by such courts. Each party to
this Agreement hereby irrevocably waives, to the fullest extent it may
possibly do so, any defence or claim that the English courts are an
inconvenient forum for the maintenance or hearing of such action or
proceeding.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first before written.
3
SIGNATORIES
EIGHTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 8) PLC ) .......................................................
POST-ENFORCEMENT CALL OPTION HOLDER
SIGNED by )
for and on behalf of )
PERMANENT PECOH LIMITED ) ........................................................
SECURITY TRUSTEE
SIGNED by )
for and on behalf of )
THE BANK OF NEW YORK ) .......................................................
NOTE TRUSTEE
SIGNED by )
for and on behalf of )
THE BANK OF NEW YORK ) ........................................................
