Exhibit 10.2.3
SCHEDULE
TO THE
MASTER AGREEMENT
dated as of ___, 2002
between
(1) ___ ("PARTY A");
(2) ▇▇▇▇▇▇ FINANCING (NO. 6) PLC ("PARTY B"); and
(3) JPMORGAN CHASE BANK, LONDON BRANCH (the "SECURITY TRUSTEE", which
expression shall include its successors and assigns and which has agreed
to become a party to this Agreement solely for the purpose of taking the
benefit of Parts 5(b) and (k) of the Schedule to this Agreement).
Part 1. TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
and in relation to Party B for the purpose of:-
Section 5(a)(v), none
Section 5(a)(vi), none
Section 5(a)(vii), none
Section 5(b)(iv), none
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14.
(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to
Party A and will not apply to Party B.
(d) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will apply
to Party A and will not apply to Party B.
(e) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
apply to Party A and will not apply to Party B.
(f) PAYMENTS ON EARLY TERMINATION. For the purposes of Section 6(e) of this
Agreement:-
(i) Market Quotation will apply.
(ii) The Second Method will apply.
(g) "TERMINATION CURRENCY" means Sterling.
Part 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B will each make the following
representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on (i)
the accuracy of any representations made by the other party pursuant to
Section 3(f) of this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other
party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.
(b) PAYEE REPRESENTATIONS. For the purposes of Section 3(f) of the
Agreement, Party A makes the representation specified below (the
"ADDITIONAL TAX REPRESENTATION"):
(i) it is a party to each Transaction solely for the purposes of a
trade (or part of a trade) carried on by it in the United
Kingdom through a branch or agency; or
(ii) it is resident in the United Kingdom or in a jurisdiction with
which the United Kingdom has a double tax treaty which makes
provision, whether for relief or otherwise, in relation to
interest.
(c) ADDITIONAL TERMINATION EVENT. The Additional Tax Representation proves
to have been incorrect or misleading in any material respect with
respect to one or more Transactions (each an "Affected Transaction" for
the purposes of this Additional Termination Event) when made or repeated
or deemed to have been made or repeated. The sole Affected Party shall
be Party A.
Part 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:-
(a) Tax forms, documents or certificates to be delivered are:-
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED
DOCUMENT
None
(b) Other documents to be delivered are:-
PARTY REQUIRED COVERED BY
TO DELIVER FORM/DOCUMENT/ DATE BY WHICH SECTION 3(d)
DOCUMENT CERTIFICATE TO BE DELIVERED REPRESENTATION
Party A and Appropriate On signing of Yes
Party B evidence of this Agreement
its signatory's
authority
Party B Certified copy of On signing of Yes
board resolution this Agreement
Party A Legal opinion On signing of No
in form and this Agreement
substance
satisfactory to
Party B
Part 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:-
Address for notices or communications to Party A (other than by
facsimile):-
Address: [______]
Attention: [______]
Telex No: [______]
Answerback: [______]
For the purpose of facsimile notices or communications to Party A under
this Agreement (other than a notice or communication under Section 5 or
6):
Facsimile No.: [______]
Attention: [______]
Designated responsible employee for the purposes of Section 12(a)(iii):
[______]
Address for notices or communications to Party B:-
Address: [c/o Abbey National plc
Abbey House (AAM 319)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ 1AN]
Attention: [Securitisation Team, Risk Operations]
Facsimile No.: [▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇]
With a copy to the Security Trustee:-
Address: [______]
Attention: [______]
Facsimile No.: [______]
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:-
Party A appoints as its Process Agent: None.
Party B appoints as its Process Agent: None.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:-
Party A is not a Multibranch Party [and will act through its London
Branch].
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:-
In respect of Party A, [______]
In respect of Party B, none
(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to
Party A, [______].
Credit Support Provider means in relation to Party B, none.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of England and Wales.
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to Transactions entered into under this Agreement unless
otherwise specified in a Confirmation.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
Part 5. OTHER PROVISIONS
(a) NO SET-OFF
(i) All payments under this Agreement shall be made without set-off
or counterclaim, except as expressly provided for in Section 6.
(ii) Section 6(e) shall be amended by the deletion of the following
sentence; "The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be
subject to any Set-off."
(b) SECURITY INTEREST
Notwithstanding Section 7, Party A hereby agrees and consents to the
assignment by way of security by Party B of its interests under this
Agreement (without prejudice to, and after giving effect to, any
contractual netting provision contained in this Agreement) to the
Security Trustee (or any successor thereto) pursuant to and in
accordance with the Sixth Issuer Deed of Charge and acknowledges notice
of such assignment. Each of the parties hereby confirms and agrees that
the Security Trustee shall not be liable for any of the obligations of
Party B hereunder.
(c) DISAPPLICATION OF CERTAIN EVENTS OF DEFAULT
Section 5(a)(ii), Section 5(a)(iii), Section 5(a)(iv), Section 5(a)(v),
Section 5(a)(vii)(2),(5),(6),(7) and (9) and Section 5(a)(viii) will not
apply in respect of Party B.
Section 5(a)(vii)(8) will not apply to Party B to the extent that it
applies to Section 5(a)(vii)(2) (5),(6),(7) and (9).
(d) DISAPPLICATION OF CERTAIN TERMINATION EVENTS
The "Tax Event" and "Tax Event upon Merger" provisions of Section
5(b)(ii) and 5(b)(iii) will not apply to Party A or to Party B.
(e) ADDITIONAL EVENT OF DEFAULT
The following shall constitute an additional Event of Default with
respect to Party B:
"NOTE ENFORCEMENT NOTICE. The Security Trustee serves a Class C Issuer
Note Enforcement Notice, as defined in Condition 9 of the Offered Issuer
Notes, on Party B (in which case Party B shall be the Defaulting
Party)."
(f) ADDITIONAL TERMINATION EVENT
The following shall constitute an Additional Termination Event with
respect to Party B:
"REDEMPTION AND PREPAYMENT OF THE SERIES 1 CLASS C NOTES. Party B
exercises its option to redeem the Series 1 Class C Notes in whole in
accordance with the provisions of Condition 5(E) of the Offered Issuer
Notes."
In connection with this Additional Termination Event, Party B shall be
the sole Affected Party and all Transactions shall be Affected
Transactions.
(g) RATINGS EVENT
(i) In the event that the short-term, unsecured and unsubordinated
debt obligations of Party A (or its successor or assignee) and,
if relevant, any Credit Support Provider of Party A, are
downgraded below ["A-1+"] by Standard & Poor's Rating Services,
a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies Inc. ("S&P") and, as a
result of such downgrade, the then current rating of the Series
1 Class C Sixth Issuer Notes may in the reasonable opinion of
S&P be downgraded or placed under review for possible downgrade
(an "S&P RATING EVENT"), then Party A will, within 30 days of
the occurrence of such S&P Rating Event, at its own cost,
either:
(A) put in place an appropriate ▇▇▇▇-to-market collateral
agreement, (which may be based on the credit support
documentation published by ISDA, or otherwise, and
relates to collateral in the form of cash or securities
or both) in support of its obligations under this
Agreement provided that (x) Party A shall be deemed to
have satisfied the requirements of S&P if the amount of
collateral agreed to be provided in the form of cash
and/or securities (the "COLLATERAL AMOUNT") is
determined on a basis which is no more onerous than the
criteria of S&P as at 31st September, 1999 which enable
entities rated lower than a specified level to
participate in structured finance transactions which,
through collateralisation, are rated at a higher level
(as referred to, in part, in the article entitled New
Structured Finance Interest Rate and Currency Swap
Criteria Broadens Allowable Counterparties in the
January 1999 issue of S&P's Structured Finance
publication) (the "S&P CRITERIA"), and (y) the
Collateral Amount shall not be required to exceed such
amount as would be required (in accordance with the S&P
Criteria) to restore the rating of the Series 1 Class C
Sixth Issuer Notes to the level they would have been at
immediately prior to such downgrading;
(B) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party whose
short-term, unsecured and unsubordinated debt
obligations are rated at least as high as ["A-1+"] by
S&P and ["F1"] by Fitch Ratings Limited ("FITCH") and
whose long-term, unsecured and unsubordinated debt
obligations are rated at least as high as ["A1"] by
▇▇▇▇▇'▇ Investors Services ("MOODY'S") or, in each case,
such other ratings as are commensurate with the ratings
assigned to the Series 1 Class C Sixth Issuer Notes by
such rating agencies from time to time; or
(C) procure another person to become co-obligor in respect
of the obligations of Party A under this Agreement or
take such other action as Party A may agree with S&P as
will result in the rating of the Series 1 Class C Sixth
Issuer Notes then outstanding following the taking of
such action being rated no lower than the rating of the
Series 1 Class C Sixth Issuer Notes immediately prior to
such downgrade.
EITHER
[(ii) In the event that (A) the long-term, unsecured and
unsubordinated debt obligations of Party A (or its successor)
and, if relevant, any Credit Support Provider of Party A, are
downgraded below "A1" (or its equivalent) by Moody's or (B) the
short-term, unsecured and unsubordinated debt obligations of
Party A (or its successor) and, if relevant, any Credit Support
Provider of Party A, are downgraded below "Prime-1" (or its
equivalent) by Moody's, then Party A will, on a reasonable
efforts basis and at its own cost, attempt to either:
(1) transfer all of its rights and obligations with respect
to this Agreement to either (x) a replacement third
party with the Required Ratings (as defined below)
domiciled in the same legal jurisdiction as Party A or
Party B, or (y) a replacement third party as agreed with
Moody's;
(2) procure another person to become co-obligor in respect
of the obligations of Party A under this Agreement, such
co-obligor may be either (x) a person with the Required
Ratings (as defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) such other
person as agreed with Moody's; or
(3) take such other action as agreed with Moody's.
Pending compliance with any of (ii)(1), (ii)(2) or (ii)(3)
above, Party A will, at its own cost:
(4) within 30 days of the occurrence of such downgrade, put
in place a ▇▇▇▇-to-market collateral agreement in a form
and substance acceptable to Moody's (which may be based
on the credit support documentation published by ISDA,
or otherwise, and relates to collateral in the form of
cash or securities or both) in support of its
obligations under this Agreement complies with the
Moody's Criteria (as defined below) or is such other
lesser amount as may be agreed with Moody's.
If any of (ii)(1), (ii)(2) or (ii)(3) above are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to (b)(D) will be re-transferred
to Party A and Party A will not be required to transfer any
additional collateral.
(iii) In the event that (A) the long-term, unsecured and
unsubordinated debt obligations of Party A (or its successor)
and, if relevant, any Credit Support Provider of Party A, are
downgraded below "A3" (or its equivalent) by Moody's or (B) the
short-term, unsecured and unsubordinated debt obligations of
Party A (or its successor) and, if relevant, any Credit Support
Provider of Party A, are downgraded below "Prime-2" (or its
equivalent) by Moody's, then Party A will, on a reasonable
efforts basis and at its own cost, attempt to either:
(1) transfer all of its rights and obligations with respect
to this Agreement to either (x) a replacement third
party with the Required Ratings (defined below)
domiciled in the same legal jurisdiction as Party A or
Party B, or (y) a replacement third party as agreed with
Moody's;
(2) procure another person to become co-obligor in respect
of the obligations of Party A under this Agreement, such
co-obligor may be either (x) a person with the Required
Ratings (defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) such other
person as agreed with Moody's; or
(3) take such other action agreed with Moody's.
Pending compliance with (iii)(1), (iii)(2) or (iii)(3) above,
Party A will, at its own cost:
(4) if Party A has not already posted collateral pursuant to
(ii)(4), within 30 days of the occurrence of such
downgrade, put in place a ▇▇▇▇-to-market collateral
agreement in a form and substance acceptable to Moody's
(which may be based on the credit support documentation
published by ISDA, or otherwise, and relates to
collateral in the form of cash or securities or both) in
support of its obligations under this Agreement Amount
which complies with the Moody's Criteria (defined
below), and, if Party A has already posted collateral
pursuant to (ii)(4) above, within 10 days of the
occurrence of such downgrade, post such additional
collateral as is required to ensure the Collateral
Amount complies with the Moody's Criteria, or in each
case, is such other lesser amount as may be agreed with
Moody's.
If any of (iii)(1), (iii)(2) or (iii)(3) are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to (iii)(4) will be
retransferred to Party A and Party A will not be required to
transfer any additional collateral.
For the purposes of (ii) and (iii), "REQUIRED RATINGS" means, in
respect of the relevant entity, its short-term, unsecured and
unsubordinated debt obligations are rated at least as high as
"Prime-1" and its long-term, unsecured and unsubordinated debt
obligations are rated at least as high as "A1", or such other
ratings as may be agreed with Moody's from time to time.
"MOODY'S CRITERIA" means that the Collateral Amount shall equal
the sum of (a) the product of A multiplied by the ▇▇▇▇-to-market
value of the outstanding Transactions as determined by Party A
in good faith on each Local Business Day, and (b) the product of
B multiplied by the current aggregate notional amounts of the
outstanding Transactions, where:
(i) "A" means 102% and "B" means [2]% if the long-term,
unsecured and unsubordinated debt obligations or the
short-term, unsecured and unsubordinated debt
obligations of Party A (or its successor) and, if
relevant, any Credit Support Provider of Party A is
downgraded below "A1" or "Prime-1" by Moody's;
(ii) "A" shall be equal to or greater than 102% (as
determined by Moody's) and "B" shall be equal to or
greater than [3]% (as determined by Moody's) if the
long-term, unsecured and unsubordinated debt
obligations or the short-term, unsecured and
unsubordinated debt obligations of Party A (or its
successor) and, if relevant, any Credit Support Provider
of Party A is downgraded below "A3" or "Prime-2" by
Moody's; and
(iii) "A" means 0% and "B" means 0% in all other cases.
In relation to paragraphs (ii)(4) and (iii)(4) above, Party A
will, upon receipt of reasonable notice from Moody's,
demonstrate to Moody's the calculation by it of the
▇▇▇▇-to-market value of the outstanding Transactions.]
OR
[(ii) In the event that (A) the long-term, unsecured and
unsubordinated debt obligations of Party A (or its successor)
and, if relevant, any Credit Support Provider of Party A, is
downgraded below "A1" (or its equivalent) by Moody's or (B) the
short-term, unsecured and unsubordinated debt obligations of
Party A (or its successor) and, if relevant, any Credit Support
Provider of Party A, is downgraded below "Prime-1" (or its
equivalent) by Moody's (an "INITIAL ▇▇▇▇▇'▇ RATING EVENT"), then
Party A will, within 30 days of such Initial ▇▇▇▇▇'▇ Rating
Event at its own cost, either:
(1) transfer all of its rights and obligations with respect
to this Agreement to either (x) a replacement third
party with the Required Ratings (as defined below)
domiciled in the same legal jurisdiction as Party A or
Party B, or (y) a replacement third party as agreed with
Moody's; or
(2) procure another person to become co-obligor in respect
of the obligations of Party A under this Agreement, such
co-obligor may be either (x) a person with the Required
Ratings (as defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) such other
person as agreed with Moody's; or
(3) take such other action as agreed with Moody's; or
(4) put in place a ▇▇▇▇-to-market collateral agreement in a
form and substance acceptable to Moody's (which may be
based on the credit support documentation published by
ISDA, or otherwise, and relates to collateral in the
form of cash or securities or both) in support of its
obligations under this Agreement which complies with the
Moody's Criteria (as defined below) or such other amount
as may be agreed with Moody's.
If any of (ii)(1), (ii)(2) or (iii)(3) above are satisfied at
any time, all collateral (or the equivalent thereof, as
appropriate) transferred by Party A pursuant to (ii)(4) will be
retransferred to Party A and Party A will not be required to
transfer any additional collateral.
(iii) In the event that (A) the long-term, unsecured and
unsubordinated debt obligations of Party A (or its successor)
and, if relevant, any Credit Support Provider of Party A, is
downgraded below "Baa2" (or its equivalent) by
Moody's or (B) the short-term, unsecured and unsubordinated debt
obligations of Party A (or its successor) and, if relevant, any
Credit Support Provider of Party A, is downgraded below
"Prime-2" (or its equivalent) by Moody's (a "SUBSEQUENT ▇▇▇▇▇'▇
RATING EVENT"), then Party A will, on a best efforts basis, and
at its own cost, attempt to either:
(1) transfer all of its rights and obligations with respect
to this Agreement to either (x) a replacement third
party with the Required Ratings (defined below)
domiciled in the same legal jurisdiction as Party A or
Party B, or (y) a replacement third party as agreed with
Moody's; or
(2) procure another person to become co-obligor in respect
of the obligations of Party A under this Agreement, such
co-obligor may be either (x) a person with the Required
Ratings (defined below) domiciled in the same legal
jurisdiction as Party A or Party B, or (y) such other
person as agreed with Moody's; or
(3) take such other action agreed with Moody's.
Pending compliance with (iii)(1), (iii)(2) or (iii)(3) above,
Party A will at its own cost:
(4) within 10 days of the occurrence of such Subsequent
▇▇▇▇▇'▇ Rating Event, put in place a ▇▇▇▇-to-market
collateral agreement in a form and substance acceptable
to Moody's (which may be based on the credit support
documentation published by ISDA, or otherwise, and
relates to collateral in the form of cash or securities
or both) in support of its obligations under this
Agreement which complies with the Moody's Criteria
(defined below) or such other amount as may be agreed
with Moody's.
If any of (iii)(1), (iii)(2) or (iii)(3) are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to (iii)(4) will be
retransferred to Party A and Party A will not be required to
transfer any additional collateral.
For the purposes of (ii) and (iii), "REQUIRED RATINGS" means, in
respect of the relevant entity, its short-term, unsecured and
unsubordinated debt obligations are rated at least as high as
"Prime-1" and its long-term, unsecured and unsubordinated debt
obligations are rated at least as high as "A1", or such other
ratings as may be agreed with Moody's from time to time.
"MOODY'S CRITERIA" means that the Collateral Amount shall equal
the sum of (a) the product of A multiplied by the ▇▇▇▇-to-market
value of the outstanding Transactions as determined by Party A
in good faith on one Local Business Day per week and (b) the
product of B multiplied by the current aggregate notional
amounts of the outstanding Transactions, where:
(i) "A" means 102% and "B" means 2% if the long-term,
unsecured and unsubordinated debt obligations or the
short-term, unsecured and unsubordinated debt
obligations of Party A (or its successor) and, if
relevant, any Credit Support Provider of Party A is
downgraded below "A1" or "Prime-1" by Moody's;
(ii) "A" shall be equal to or greater than 102% (as
determined by Moody's) and "B" shall be equal to or
greater than 3% (as determined by Moody's) if the
long-term, unsecured and unsubordinated debt obligations
or the short-term, unsecured and unsubordinated debt
obligations of Party A (or its successor) and, if
relevant, any Credit Support Provider of Party A is
downgraded below "Baa2" or "Prime-2" by Moody's; and
(iii) "A" means 0% and "B" means 0% in all other cases.
In relation to paragraphs (b)(D) and (c)(D) above, Party A will,
upon receipt of reasonable notice from Moody's demonstrate to
Moody's the calculation by it of the ▇▇▇▇-to-market value of the
outstanding Transactions. In relation to paragraph (c)(D) above,
Party A will, at its own cost, on receipt of reasonable notice
from Moody's (which, for the avoidance of doubt, will be no less
than 30 days) arrange a third party valuation of the
▇▇▇▇-to-market value of the outstanding Transactions.]
(iv) If the short-term unsecured and unsubordinated debt obligations
of Party A (or its successor or assignee) and, if relevant, any
Credit Support Provider of Party A, are rated by Fitch and in
the event that the rating is, or is downgraded below, ["F1"] (or
its equivalent), and as a result the then current rating of the
Series 1 Class C Sixth Issuer Notes may in the reasonable
opinion of Fitch be downgraded or placed on a credit watch for
future downgrade (a "FITCH RATING EVENT"), then Party A will, on
a reasonable efforts basis, within 30 days of the occurrence of
such Fitch Rating Even, at its own cost, either:
(A) attempt to transfer all of its rights and obligations
with respect to this Agreement to a replacement third
party whose short-term, unsecured and unsubordinated
debt ratings are rated at least as high as ["A-1+"] by
S&P and ["F1"] by Fitch and whose long-term, unsecured
and unsubordinated debt ratings are rated at least as
high as ["A1"] by ▇▇▇▇▇'▇ or, in each case, such other
ratings as are commensurate with the ratings assigned to
the Series 1 Class C Sixth Issuer Notes by such rating
agencies from time to time; or
(B) procure another person to become co-obligor or guarantor
in respect of the obligations of Party A under this
Agreement whose short-term, unsecured and unsubordinated
debt ratings are rated at least as high as ["A-1+"] by
S&P and ["F1"] by Fitch and whose long-term, unsecured
and unsubordinated debt ratings are rated at least as
high as ["A1"] by ▇▇▇▇▇'▇ or, in each case, such other
ratings as are commensurate with the ratings assigned to
the Series 1 Class C Sixth Issuer Notes by such rating
agencies from time to time; or
(C) put in place an appropriate ▇▇▇▇-to-market collateral
agreement, (which may be based on the credit support
documentation published by ISDA, or otherwise, and
relates to collateral in the form of cash or securities
or both) in support of its obligations under this
Agreement
provided that (x) Party A shall be deemed to have
satisfied the requirements of Fitch if the Collateral
Amount is determined on a basis which is no more onerous
than the Fitch Criteria (defined below) and (y) the
Collateral Amount shall not be required to exceed such
amount as would be required (in accordance with the
Fitch Criteria) to restore the rating of the Series 1
Class C Sixth Issuer Notes to the level at which they
would have been immediately prior to such downgrading;
or
(D) take such other action as Party A may agree with Fitch
as will result in the rating of the Series 1 Class C
Sixth Issuer Notes then outstanding being maintained.
"FITCH CRITERIA" means that the Collateral Amount shall not
exceed 100 per cent. of the ▇▇▇▇-to-market value of the
outstanding Transactions as determined by Party A in good faith
from time.
(iv) (A) If Party A does not take any of the measures described in
(i) or (iv) above, such failure shall not be or give rise to an
Event of Default but shall constitute an Additional Termination
Event with respect to Party A and shall be deemed to have
occurred on the thirtieth day following the relevant S&P Rating
Event or Fitch Rating Event (as applicable) with Party A as the
sole Affected Party and all Transactions as Affected
Transactions.
EITHER
[(B) If Party A does not take the measures described in (ii)(4)
above, such failure shall not be or give rise to an Event of
Default but shall constitute an Additional Termination Event
with respect to Party A and shall be deemed to have occurred on
the thirtieth day following such downgrade with Party A as the
sole Affected Party and all Transactions as Affected
Transactions. Further, notwithstanding Section 5(a)(ii) of this
Agreement, if [10] days after receiving notice of failure to use
its reasonable efforts to take one of the measures described in
(ii)(1), (ii)(2) or (ii)(3), Party A still has not used
reasonable efforts to take one of the above courses of action,
this shall not constitute an Event of Default but shall be an
Additional Termination Event with Party A as the sole Affected
Party and all Transactions as Affected Transactions.
(C) If Party A does not take the measures described in (iii)(4)
above, such failure shall give rise to an Event of Default with
respect to Party A and shall be deemed to have occurred (x) if
Party A has already posted collateral pursuant to the provisions
of (ii)(4) above, on the [tenth] day following such downgrade
and (y) if Party A has not posted collateral pursuant to the
provisions of (ii)(4) above, on the thirtieth day following such
downgrade, in each case with Party A as the Defaulting Party.
Further, notwithstanding Section 5(a)(ii) of this Agreement, if
[10] days after receiving notice of failure to use its
reasonable efforts to take one of the measures described in
(iii)(1), (iii)(2) or (iii)(3), Party A still has not used
reasonable efforts to take one of the above courses of action,
this shall not constitute an Event of Default but shall be an
Additional Termination Event with Party A as the sole Affected
Party and all Transactions as Affected Transactions.]
OR
[(B) If Party A does not take the measures described in (ii)(1),
(2), (3) or (4) above, such failure shall not be or give rise to
an Event of Default but shall constitute an Additional
Termination Event with respect to Party A and shall be deemed to
have occurred on the thirtieth day following the occurrence of
such Initial ▇▇▇▇▇'▇ Rating Event with Party A as the sole
Affected Party and all Transactions shall be Affected
Transactions.
(C) If Party A does not take the measures described in (iii)(4)
above, such failure shall give rise to an Event of Default with
respect to Party A and shall be deemed to have occurred on the
tenth day following such Subsequent ▇▇▇▇▇'▇ Rating Event with
Party A as the Defaulting Party. Further, notwithstanding
Section 5(a)(ii) of this Agreement, if 10 days after receiving
notice of failure to use its best efforts to either transfer as
described in (iii)(1), find a co-obligor as described in
(iii)(2) or take such other action as described in (iii)(3),
Party A still has not used best efforts to take one of the above
courses of action, this shall not constitute an Event of Default
but shall be an Additional Termination Event with Party A as the
sole Affected Party and all Transactions shall be Affected
Transactions.]
(D) In the event that Party B were to designate an Early
Termination Date and there would be a payment due to Party A,
Party B may only designate such an Early Termination Date in
respect of an Additional Termination Event under this Part 5(e)
if Party B has found a replacement counterparty willing to enter
into a new transaction on terms that reflect as closely as
reasonably possible the economic, legal and credit terms of the
Terminated Transactions with Party A.
(E) Each of Party B and the Security Trustee shall use their
reasonable endeavours to co-operate with Party A in putting in
place any credit support documentation, including agreeing to
such arrangements in such documentation as may satisfy S&P,
▇▇▇▇▇'▇ and Fitch with respect to the operation and management
of the collateral (subject always to proviso (x) and (y) in
(i)(A) above) and entering into such documents as may reasonably
be requested by Party A in connection with the provision of such
collateral.
(h) ADDITIONAL REPRESENTATIONS
(i) Section 3 is amended by the addition at the end thereof of the
following additional representations:
"(g) NO AGENCY. It is entering into this Agreement and each
Transaction as principal and not as agent of any
person."
(ii) The following additional representation shall be given by Party
A only:
(h) PARI PASSU. Its obligations under this Agreement rank pari passu
with all of its other unsecured, unsubordinated obligations
except those obligations preferred by operation of law.
(i) RECORDING OF CONVERSATIONS
Each party to this Agreement acknowledges and agrees to the tape
recording of conversations between the parties to this Agreement.
(j) RELATIONSHIP BETWEEN THE PARTIES
The Agreement is amended by the insertion after Section 14 of an
additional Section 15, reading in its entirety as follows:
"15. RELATIONSHIP BETWEEN THE PARTIES
Each party will be deemed to represent to the other party on the date on
which it enters into a Transaction that (absent a written agreement
between the parties that expressly imposes affirmative obligations to
the contrary for that Transaction):
(a) NON RELIANCE. It is acting for its own account, and it has made
its own decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it based
upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into
that Transaction; it being understood that information and
explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. It has not
received from the other party any assurance or guarantee as to
the expected results of that Transaction.
(b) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
merits of and understanding (through independent professional
advice), and understands and accepts, the terms, conditions and
risks of that Transaction. It is also capable of assuming, and
assumes, the financial and other risks of that Transaction.
(c) STATUS OF PARTIES. The other party is not acting as a fiduciary
or an adviser for it in respect of that Transaction."
(k) TAX
The Agreement is amended by deleting Section 2(d) in its entirety and
replacing it with the following:
"(d) Deduction or Withholding for Tax
(i) Requirement to Withhold
All payments under this Agreement will be made without any
deduction or withholding for or on account of any Tax unless
such deduction or withholding is required (including, for the
avoidance of doubt, if such deduction or withholding is required
in order for the payer to obtain relief from Tax) by any
applicable law, as modified by the practice of any relevant
governmental revenue authority, then in effect. If a party ("X")
is so required to deduct or withhold, then that party (the
"DEDUCTING PARTY"):
(1) will promptly notify the other party ("Y") of such
requirement;
(2) will pay to the relevant authorities the full amount
required to be deducted or withheld (including the full
amount required to be deducted or withheld from any
Gross Up Amount (as defined below) paid by the Deducting
Party to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or
withholding is required or receiving notice that such
amount has been assessed against Y;
(3) will promptly forward to Y an official receipt (or a
certified copy), or other documentation reasonably
acceptable to Y, evidencing such payment to such
authorities; and
(4) if X is Party A, X will promptly pay in addition to the
payment to which Party B is otherwise entitled under
this Agreement, such additional amount (the "GROSS UP
AMOUNT") as is necessary to ensure that the net amount
actually received by Party B will equal the full amount
which Party B would have received had no such deduction
or withholding been required.
(ii) Liability
If:
(1) X is required by any applicable law, as modified
by the practice of any relevant governmental
revenue authority, to make any deduction or
withholding for or on account of any Tax in
respect of payments under this Agreement; and
(2) X does not so deduct or withhold; and
(3) a liability resulting from such Tax is assessed
directly against X,
then, except to the extent that Y has satisfied or then
satisfies the liability resulting from such Tax, (A)
where X is Party B, Party A will promptly pay to Party B
the amount of such liability (the "LIABILITY AMOUNT")
(including any related liability for interest and
together with an amount equal to the Tax payable by
Party B on receipt of such amount but including any
related liability for penalties only if Party A has
failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)) and Party B will
promptly pay to the relevant government revenue
authority the amount of such liability (including any
related liability for interest and penalties) and (B)
where X is Party A and Party A would have been required
to pay a Gross Up Amount to Party B, Party A will
promptly pay to the relevant government revenue
authority the amount of such liability (including any
related liability for interest and penalties).
(iii) Tax Credit etc.
Where Party A pays an amount in accordance with Section
2(d)(i)(4) above, Party B undertakes as follows:
(1) to the extent that Party B obtains any Tax credit,
allowance, set-off or repayment from the tax
authorities of any jurisdiction relating to any
deduction or withholding giving rise to such payment
("TAX CREDIT"), it shall pay to Party A, as soon as
practical after receipt of the same, so much of the
cash benefit (as calculated below) relating thereto
which it has received as will leave Party B in
substantially the same (but in any event no worse)
position as Party B would have been in if no such
deduction or withholding had been required;
(2) the "cash benefit" shall, in the case of credit,
allowance or set-off, be the additional amount of Tax
which would have been payable by Party B in the
relevant jurisdiction referred to in (1) above but
for the obtaining by it of the said Tax credit,
allowance or set-off and, in the case of a repayment,
shall be the amount of the repayment together with
any related interest or similar payment obtained by
Party B;
(3) it will use all reasonable endeavours to obtain any
Tax Credit as soon as is reasonably practicable and
it shall, upon request by Party A, supply Party A
with a reasonably detailed explanation of its
calculation of the amount of any such Tax Credit and
of the date on which the same is received; and
(4) it will ensure that any Tax Credit obtained is paid
directly to Party A, and not applied in whole or part
to pay any other Issuer Secured Creditor or any other
party, both prior to and subsequent to any
enforcement of the security constituted by the Sixth
Issuer Deed of Charge.
(l) SECURITY, ENFORCEMENT AND LIMITED RECOURSE
(a) Party A agrees with Party B and the Security Trustee
to be bound by the terms of the Sixth Issuer Deed of
Charge and, in particular, confirms that:
(i) no sum shall be payable by or on behalf of
Party B to it except in accordance with the
provisions of the Sixth Issuer Deed of
Charge; and
(ii) it will not take any steps for the winding
up, dissolution or reorganisation, or for
the appointment of a receiver,
administrator, administrative receiver,
trustee, liquidator, sequestrator or similar
officer of Party B or of any or all of its
revenues and assets nor participate in any
ex parte proceedings nor seek to enforce any
judgment against Party B, subject to the
provisions of the Sixth Issuer Deed of
Charge.
(b) In relation to all sums due and payable by Party B to
Party A, Party A agrees that it shall have recourse
only to Sixth Issuer Available Funds, but always
subject to the order of priority of payments set out
in the Sixth Issuer Cash Management Agreement and the
Sixth Issuer Deed of Charge.
(m) CONDITION PRECEDENT
Section 2(a)(iii) shall be amended by the deletion of the words "a
Potential Event of Default" in respect of obligations of Party B only.
(n) REPRESENTATIONS
Section 3(b) shall be amended by the deletion of the words "or
Potential Event of Default" in respect of the representation given by
Party B only.
(o) ADDITIONAL DEFINITIONS
Words and expressions defined in the Amended and Restated Master
Definitions and Interpretation Schedule (the "MASTER SCHEDULE") and the
Sixth Issuer Master Definitions and Construction Schedule (the "ISSUER
SCHEDULE") (together the "MASTER DEFINITIONS SCHEDULE") signed for the
purposes of identification on ___, 2002 shall, except so far as the
context otherwise requires, have the same meaning in this Agreement. In
the event of any inconsistency between the definitions in this
Agreement and in the Master Definitions Schedule the definitions in
this Agreement shall prevail. In the event of any inconsistency between
the Master Schedule and the Issuer Schedule, the Issuer Schedule shall
prevail. The rules of interpretation set out in the Master Definitions
Schedule shall apply to this Agreement.
(p) CALCULATIONS
Upon the occurrence of an Event of Default or an Additional Termination
Event with respect to Party A, Party B will be entitled (but not
obliged in the event that it does not designate an Early Termination
Date) to proceed in accordance with Section 6 of the Agreement subject
to the following:
(i) For the purposes of Section 6(d)(i), Party B's obligation with
respect to the extent of information to be provided with its
calculations is limited to information Party B has already
received in writing and provided Party B is able to release
this information without breaching the provisions of any law
applicable to, or any contractual restriction binding upon,
Party B.
(ii) The following amendments shall be deemed to be made to the
definitions of "Market Quotation":
(A) the word "firm" shall be added before the word
"quotations" in the second line;
(B) the words "provided that the documentation relating
thereto is either the same as this Agreement and the
existing confirmations hereto (and the short-term,
unsecured and unsubordinated debt obligations of the
Reference Market-maker are rated not less than
["A-1+"] by S&P and ["F1"] by Fitch and the
long-term, unsecured and unsubordinated debt
obligations of the Reference Market-maker are rated
not less than ["A1"] by ▇▇▇▇▇'▇ (or, if such
Reference Market-maker is not rated by a Rating
Agency, at such equivalent rating (by another Rating
Agency) = that is acceptable to such Rating Agency)
or the Rating Agencies have confirmed in writing such
proposed documentation will not adversely
impact the ratings of the Series 1 Class C Issuer
Notes " shall be added after "agree" in the sixteenth
line; and
(C) the last sentence shall be deleted and replaced with
the following:
"If, on the last date set for delivery of quotations,
exactly two quotations are provided, the Market
Quotation will be either (a) the lower of the two
quotations where there would be a sum payable by
Party A to Party B, or (b) the higher of the two
quotations where there would be a sum payable by
Party B to Party A. If only one quotation is provided
on such date, Party B may, in its discretion, accept
such quotation as the Market Quotation and if Party B
does not accept such quotation (or if no quotation
has been provided), it will be deemed that the Market
Quotation in respect of the Terminated Transaction
cannot be determined."
(iii) For the purpose of the definition of "Market Quotation", and
without limiting the general rights of Party B under the
Agreement:
(A) Party B will undertake to use its reasonable efforts
to obtain at least three firm quotations as soon as
reasonably practicable after the Early Termination
Date and in any event within the time period
specified pursuant to (iii)(C) below;
(B) Party A shall, for the purposes of Section 6(e), be
permitted to obtain quotations from Reference
Market-makers; and
(C) if no quotations have been obtained within 6 Local
Business Days after the occurrence of the Early
Termination Date or such longer period as Party B may
specify in writing to Party A, then it will be deemed
that the Market Quotation in respect of the
Terminated Transaction cannot be determined.
(iv) Party B will be deemed to have discharged its obligations
under (iii)(A) above if it promptly requests, in writing,
Party A (such request to be made within two Local Business
Days after the occurrence of the Early Termination Date) to
obtain quotations from Reference Market-makers.
(v) Party B will not be obliged to consult with Party A as to the
day and time of obtaining any quotations.
(q) TRANSFERS
Section 7 of this Agreement shall not apply to Party A, who shall be
required to comply with, and shall be bound by, the following:
Without prejudice to Section 6(b)(ii), Party A may transfer all its
interest and obligations in and under this Agreement upon providing
five Business Days prior written notice to the Security Trustee, to any
other entity (a "TRANSFEREE") provided that:
(a) the Transferee's short-term unsecured and unsubordinated debt
obligations are then rated not less than ["A-1+"] by S&P and
["F1"] by Fitch and its long-term
unsecured and unsubordinated debt obligations are then rated
not less than ["A1"] by ▇▇▇▇▇'▇ (or its equivalent by any
substitute rating agency) or such Transferee's obligations
under this Agreement are guaranteed by an entity whose
short-term, unsecured and unsubordinated debt obligations are
then rated not less than ["A-1+"] by S&P and ["F1"] by Fitch
and whose long-term, unsecured and unsubordinated debt
obligations are then rated not less than ["A1"] by ▇▇▇▇▇'▇ (or
its equivalent by any substitute rating agency);
(b) as of the date of such transfer the Transferee will not, as a
result of such transfer, be required to withhold or deduct on
account of tax under this Agreement;
(c) a Termination Event or an Event of Default does not occur
under this Agreement as a result of such transfer;
(d) no additional amount will be payable by Party B to Party A or
the Transferee on the next succeeding Scheduled Payment Date
as a result of such transfer; and
(e) (if the Transferee is domiciled in a different country from
both Party A and Party B) S&P, ▇▇▇▇▇'▇ and Fitch have provided
prior written notification that the then current ratings of
the Series 1 Class C Sixth Issuer Notes will not be adversely
affected.
Following such transfer all references to Party A shall be deemed to be
references to the Transferee.
Save as otherwise provided for in this Agreement and notwithstanding
Section 7, Party A shall not be permitted to transfer (by way of
security or otherwise) this Agreement nor any interest or obligation in
or under this Agreement without the prior written consent of the
Security Trustee.
From: ___
To: ▇▇▇▇▇▇ Financing (No. 6) PLC
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: Company Secretary
To: JPMorgan Chase Bank, London Branch
Trinity Tower
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: Manager Trust Administration Team
___, 2002
Dear Sirs,
CONFIRMATION - SERIES 1 CLASS C DOLLAR TO STERLING CURRENCY SWAP
The purpose of this letter is to confirm the terms and conditions of the swap
transaction entered into between us on the Trade Date specified below (the "SWAP
TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
1992 ISDA Master Agreement (Multicurrency-Cross Border) (Series 1 Class C)
entered into between us, you and ___ (the "SECURITY TRUSTEE") on the date hereof
as amended and supplemented from time to time (the "AGREEMENT").
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps & Derivatives Association, Inc. (the
"DEFINITIONS") are incorporated into this Confirmation. In the event of any
inconsistency between any of the following, the first listed shall govern: (i)
this Confirmation, (ii) the Master Definitions Schedule, and (iii) the
Definitions.
The term "TRANSACTION" as used herein shall, for the purposes of the
Definitions, have the same meaning as "SWAP TRANSACTION".
1. The following terms relate to all Transactions to which this
Confirmation relates:
Party A: ___
Party B: ▇▇▇▇▇▇ Financing (No. 6) PLC
Trade Date: ___, 2002
Termination Date: The earlier of the
Interest Payment Date
falling in [July 2040] and
the date on which all of
the Series 1 Class C Sixth
Issuer Notes are redeemed
in full.
Dollar Currency Swap Rate: ___ (USD per GBP)
Business Days: London, New York and TARGET
Calculation Agent: Party A
2. PRINCIPAL TRANSACTION:
Effective Date: ___, 2002
Party A Floating Amounts:
Party A
Currency Amount: USD [57,000,000]
Party A
Payment Dates: Each Interest Payment Date up to the Termination Date,
and including the Termination Date.
Floating Rate for
Initial Calculation Period: Linear Interpolation applicable.
Party A
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 months
Spread: ___ per cent. per annum up to and including the Interest
Payment Date falling in April, 2008 and thereafter ___
per cent. per annum.
Rounding Convention: Rounded to the nearest cent
Reset Dates: The first day of each Calculation Period
Party A Floating Rate Day
Count Fraction: Actual/360
Party B Floating Amounts:
Party B
Currency Amount: GBP [Insert a figure calculated by reference to the
Party A Currency Amount and the Dollar Currency Swap
Rate]
Party B
Payment Dates: Each Interest Payment Date up to the Termination Date,
and including the Termination Date.
Floating Rate for
Initial Calculation
Period: Linear Interpolation applicable.
Party B
Floating Rate Option: GBP-LIBOR-BBA
Designated Maturity: 3 months
Spread: ___ per cent. per annum up to and including the Interest
Payment Date falling in April, 2008 and thereafter ___
per cent. per annum
Floating Rate Day
Count Fraction: Actual/365(Fixed)
Rounding Convention: Rounded to the nearest ▇▇▇▇▇
Reset Dates: The first day of each Calculation Period
Initial Exchange:
Initial Exchange Date: ___, 2002
Party A Initial
Exchange Amount: Party B Currency Amount
Party B Initial
Exchange Amount: Party A Currency Amount
Final Exchange:
Final Exchange Date: Termination Date
Party A Final
Exchange Amount: Party A Currency Amount
Party B Final
Exchange Amount: Party B Currency Amount
3. ADDITIONAL INTEREST RATE AND CURRENCY TRANSACTIONS:
The terms set out below are applicable to each of the additional
interest rate and currency transactions (each an "ADDITIONAL
TRANSACTION") (comprising the Additional Initial Exchange Amounts and
Additional Final Exchange Amounts, Party A Additional Floating Amounts
and Party B Additional Floating Amounts set out below). The following
terms reflect such additional 1,000,000 Additional Transactions each on
the terms set out below and each such Additional Transaction shall be
referred to in numerical sequence beginning with "Additional
Transaction 1" through to "Additional Transaction 1,000,000" (together,
the "ADDITIONAL TRANSACTIONS"). Such Additional Transactions are to
become effective on a sequential basis, starting on the first
Additional Initial Exchange Date on which the conditions referred to
below are satisfied for that Additional Transaction.
The first Additional Transaction shall be conditional upon the USD
Amortisation Amount for any Interest Payment Date being greater than or
equal to the Party B Additional Currency Amount (as defined below) and
each subsequent Transaction shall be conditional upon: (i) the Relevant
Payment Date (as defined below) having occurred in respect of the
immediately numerically preceding Additional Transaction and (ii) the
then relevant USD Amortisation Amount less the aggregate of the Party A
Additional Initial Exchange Amounts of the preceding Additional
Transactions in respect of which the Relevant Payment Date is the
relevant Additional Initial Exchange Date equalling or exceeding the
Party A Additional Initial Exchange Amount of the Additional
Transaction.
On each Interest Payment Date Party B shall notify Party A as to the
USD Amortisation Amount and the Additional Transactions in numerical
order that are (i) then currently effective and (ii) to become
effective on the next Party A Payment Date.
USD Amortisation Amount: In respect of the Interest Payment Date, an
amount in Dollars equal to the amount of the
Series 1 Class C Sixth Issuer Notes to be
redeemed on such Interest Payment Date.
Additional Initial Exchanges and Additional Final
Exchanges:
Additional Initial Exchange Date and the The Interest Payment Date on which the
Effective Date: conditions referred to above for the relevant
Transaction comprising one of the Additional
Transactions are satisfied (being the "RELEVANT
PAYMENT DATE" for that Transaction).
Party A Additional Initial Exchange Amount: USD [57.00]
Party B Additional Initial Exchange Amount: GBP [Insert a figure calculated by reference
to the Party Additional Initial Exchange
Amount and the Dollar Currency Swap Rate]
Party A Additional Final Exchange Amount: GBP [Insert a figure calculated by reference
to the Party B Additional Final Exchange
Amount and the Dollar Currency Swap Rate]
Party B Additional Final Exchange Amount: USD [57.00]
Additional Final Exchange Date: Termination Date
Additional Floating Amounts:
Party A Additional Floating Amounts:
Party A Additional Currency Amount: GBP [Insert a figure calculated by reference
to the Party B Additional Currency Amount and
the Dollar Currency Swap Rate]
Party A Additional Floating Amount Payer: Party A
Party A Additional Floating Amount Payer Payment Each Interest Payment Date following the
Dates: Relevant Payment Date
Party A Additional Floating Amount Option: GBP - LIBOR - BBA
Designated Maturity: 3 months
Spread: ___ per cent. per annum up to and including
the Interest Payment Date falling in April,
2008 and thereafter ___ per cent. per annum.
Party A Additional Floating Amount Day Count Actual/365(Fixed)
Fraction:
Reset Dates: The first day of each Calculation Period
Party B Additional Floating Amounts:
Party B Additional Currency Amount: USD [57.00]
Party B Additional Floating Amount Payer: Party B
Party B Additional Floating Amount Payer Payment Each Interest Payment Date following the
Date: Relevant Payment Date
Party B Additional Floating Rate Amount Option: USD - LIBOR - BBA
Designated Maturity: 3 months
Spread: ___ per cent. per annum up to and including
the Interest Payment Date falling in April,
2008 and thereafter ___ per cent. per annum.
Party B Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period
4. DEFERRAL OF FLOATING AMOUNTS:
If any payment of interest under the Series 1 Class C Sixth Issuer
Notes is deferred in accordance with the terms and conditions of the
Series 1 Class C Sixth Issuer Notes then a corresponding part of the
Party A Floating Amount and a pro rata part of the Party B Floating
Amount which, in each case, would otherwise be due in respect of the
relevant Interest Payment Date shall be deferred.
The amount so deferred on the Party A Floating Amount shall be payable
on the next Party A Floating Amount Payment Date (together with an
additional floating amount accrued thereon at the applicable Party A
Floating Rate) and the Party A Floating Amount due on such date shall
be deemed to include such amounts.
The amount so deferred on the Party B Floating Amount shall be payable
on the next Party B Floating Amount Payment Date (together with an
additional floating amount accrued thereon accrued at the applicable
Party B Floating Rate) and the Party B Floating Amount due on such date
shall be deemed to include such amounts.
On any subsequent occasion if any payment of interest under the Series
1 Class C Sixth Issuer Notes is deferred (including any payment of a
previous shortfall of interest or any payment of interest on such
shortfall) in accordance with the terms and conditions of the Series 1
Class C Sixth Issuer Notes then all or a corresponding part of the
Party A Floating Amount and a pro rata part of the Party B Floating
Amount shall be deferred.
The amount so deferred on the Party A Floating Amount shall be payable
on the next Party A Floating Amount Payment Date (together with an
additional floating amount accrued thereon at the applicable Party A
Floating Rate) and the Party A Floating Amount due on such date shall
be deemed to include such amounts.
The amount so deferred on the Party B Floating Amount shall be payable
on the next Party B Floating Amount Payment Date (together with an
additional floating amount accrued thereon at the applicable Party B
Floating Rate) and the Party B Floating Amount due on such date shall
be deemed to include such amounts.
5. MISCELLANEOUS:
Section 2(c)(ii) of the Agreement will not apply and accordingly, any
obligation of Party A to pay Sterling and Party B to pay Dollars in
each case under any of the Additional Transactions on any date will be
netted off against the obligation of Party B and Party A to make
payments in Sterling and Dollars respectively under the Principal
Transaction on such date. Since the relevant payment obligations under
the Principal Transaction will always be larger than or equal to the
Sterling and Dollar payment obligations respectively of Party A and
Party B under the Additional Transactions, Party A and Party B shall
not be required to make any Sterling and Dollar payments respectively
under the Additional Transactions.
6. ACCOUNT DETAILS:
Payments to Party A
in Dollars: Bank: Please provide
Account Number: Please provide
SWIFT: Please provide
ABA No.: Please provide
Account Name: Please provide
Payments to Party A
in Sterling: Bank: Please provide
Sort Code Please provide
Account Number: Please provide
Account Name: Please provide
CHAPS: Please provide
SWIFT: Please provide
Payments to Party B
in Dollars: Bank: Please provide
Account Number: Please provide
Swift Code: Please provide
Sort Code: Please provide
Reference: Please provide
Payments to Party B
in Sterling: Bank: Please provide
Account Number: Please provide
Sort Code: Please provide
Reference: Please provide
7. NOTICE DETAILS:
Party A: ___
Address: [ ]
Facsimile Number: [ ]
Attention: [ ]
Party B: ▇▇▇▇▇▇ Financing (No. 6) PLC
Address: [c/o Abbey National plc
Abbey House (AAM 319)
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▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇]
Facsimile Number: [▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇]
Attention: [Securitisation Team, Risk Operations]
With a copy to the Security Trustee: ___
Address: [ ]
Facsimile Number: [ ]
Attention: [ ]
Yours faithfully,
[SWAP COUNTERPARTY]
By:
Name:
Title:
Confirmed as of the date first written:
▇▇▇▇▇▇ FINANCING (NO. 6) PLC
By:
Name:
Title:
[SECURITY TRUSTEE]
By:
Name:
Title: