EXHIBIT 10.2.1
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/ DATE BY WHICH
DOCUMENT CERTIFICATE TO BE DELIVERED
-------------- -------------- ---------------
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 A 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 A NOTES. Party B
exercises its option to redeem the Series 1 Class A 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 A 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 A 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 A 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 A Sixth Issuer Notes then
outstanding following the taking of such action being rated no
lower than the rating of the Series 1 Class A 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 A 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 Moody's or, in each case, such other
ratings as are commensurate with the ratings assigned to
the Series 1 Class A 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 Moody's or, in each case, such other
ratings as are commensurate with the ratings assigned to
the Series 1 Class A 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 A 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 A
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 A 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 A 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 A 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 A)
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
Party A Payment Date
falling in [October 2003]
and the date on which all
of the Series 1 Class A
Sixth Issuer Notes are
redeemed in full.
USD Currency Swap Rate: _______ (USD per GBP)
Business Days: London, New York and TARGET
Business Day Convention: Following
Calculation Agent: Party A
2. PRINCIPAL TRANSACTION:
Effective Date: _______, 2002
Party A Floating Amounts:
Party A
Currency Amount: USD [1,000,000,000]
Party A
Payment Dates: The [15th] of each month from and
including [15th December, 2002] up to
and including the Termination Date,
provided that upon the occurrence of a
Trigger Event or the enforcement of the
Sixth Issuer Security in accordance
with the Sixth Issuer Deed of Charge,
the Party A Payment Dates shall occur
on each [15th January, 15th April, 15th
July and 15th October] up to and
including the Termination Date.
Floating Rate for
Initial Calculation Period: Linear Interpolation applicable.
Party A
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 month
Spread: _______ per cent. per annum
Rounding Convention: Rounded to the nearest cent
Reset Dates: The Effective Date and thereafter the
[15th] of each month from and including
[15th December, 2002] (or if such day
is not a Business Day, the next
succeeding Business Day)
Party A Floating Rate Day
Count Fraction: Actual/360
Party A Compounding: Compounding shall be applicable in
respect of each Party A Calculation
Period of two or three months.
Party A Compounding Dates: The [15th] of each month for each Party
A Calculation Period to which
compounding applies from and including
the first day of the first Party A
Calculation Period to which Compounding
applies up to and including the last
day prior to the Termination Date that
is the [15th] day of a month and the
Termination Date.
Party A Compounding Period: Means in respect of a Party A
Calculation Period to which
Compounding applies, each period
from and including one Party A
Compounding Date to but excluding the
next Party A Compounding Date.
Party B Floating Amounts:
Party B
Currency Amount: GBP [Insert an amount by reference to
the Party A Currency Amount and the
Dollar Currency Swap Rate]
Party B
Payment Dates: The [15th January, 15th April,
15th July, and 15th October] of each
year commencing on [15th January, 2003]
up to the Termination Date, and
including the Termination Date.
Floating Rate for
Initial Party B Calculation
Period: Linear Interpolation applicable.
Party B
Floating Rate Option: GBP-LIBOR-BBA
Designated Maturity: 3 months
Spread: _______ per cent. per annum
Floating Rate Day
Count Fraction: Actual/365 (Fixed)
Rounding Convention: Rounded to the nearest ▇▇▇▇▇
Reset Dates: 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: USD [1,000,000,000]
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 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 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 Party B 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 or before each Party B 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 B Payment Date.
Capitalised terms not defined in or pursuant to Clause 1 above or this
Clause 3 shall have the
meanings given to them in or pursuant to Clause 2 above.
USD Amortisation Amount: In respect of the Party B Payment Date,
an amount in Dollars equal to the
amount of the Series 1 Class A Sixth
Issuer Notes to be redeemed on the
Party B Payment Date occurring on or
immediately following such Party B
Payment Date.
Additional Initial Exchanges and
Additional Final Exchanges:
Additional Initial Exchange
Date and the Additional
Effective Date: The Party B Payment Date on which the
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 [1000]
Party B Additional Initial
Exchange Amount: GBP [Insert a figure calculated by
reference to the Party A 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 [1000]
Additional Final Exchange Date: Termination Date
Additional Floating Amounts:
Party A Additional Floating
Amounts:
Party A Additional Currency
Amount: GBP [Insert a figure 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 Dates: Each Party B Payment Date following the
Additional Exchange Date
Party A Additional Floating
Amount Option: GBP - LIBOR - BBA
Designated Maturity: 3 months
Spread: _______ per cent. per annum
Party A Additional Floating
Amount Day Count Fraction: Actual/365(Fixed)
Reset Dates: The first day of each Party A
Additional Calculation Period
Party B Additional Amount Payer
Payment Date:
Party B Additional Floating Amounts:
Party B Additional Currency
Amount: USD [1000]
Party B Additional Floating
Amount Payer: Party B
Party B Additional Floating
Amount Payer Payment Dates: Each Party A Payment Date following the
Relevant Payment Date.
Party B Additional Floating
Amount Option: USD - LIBOR - BBA
Designated Maturity: 1 month
Spread: _______ per cent. per annum
Party B Additional Floating
Amount Day Count Fraction: Actual/360
Reset Dates: The [15th] of each month from and
including the Additional Exchange Date
(or if such day is not a Business Day,
the next succeeding Business Day)
Party B Additional Compounding: Compounding shall be applicable in
respect of each Party B Additional
Calculation Period of two or three
months.
Party B Additional Compounding
Date: Each Party A Compounding Date from and
including the Additional Exchange Date.
Party B Additional Compounding
Period: Means in respect of a Party B
Additional Calculation Period, each
period from and including one Party B
Additional Compounding Date to but
excluding the next Party B Additional
Compounding Date.
4. 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 obligations 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.
5. ACCOUNT DETAILS:
Payments to Party A
in USD: Bank: Please provide
Account Number: Please provide
Swift Code: 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 USD: Bank: Please provide
Account Number: Please provide
Swift 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
6. NOTICE DETAILS:
Party A: Please provide
Address: Please provide
Facsimile Number: Please provide
Attention: Please provide
Party B: ▇▇▇▇▇▇ Financing (No. 6) PLC
Address: [c/o Abbey National plc
Abbey House (AAM 319)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇]
Facsimile Number: [▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇]
Attention: [Securitisation Team, Risk Operations]
With a copy to the
Security Trustee: Please provide
Address: Please provide
Facsimile Number: Please provide
Attention: Please provide
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: