Exhibit 4.1
DRAFT
LOAN CONFIRMATION
EIGHTH ISSUER INTERCOMPANY LOAN AGREEMENT
DATED [o] April, 2004
▇▇▇▇▇▇ FUNDING LIMITED
(Funding)
▇▇▇▇▇▇ FINANCING (NO. 8) PLC
(the Eighth Issuer)
[JPMORGAN CHASE BANK, LONDON BRANCH]
(the Security Trustee)
[JPMORGAN CHASE BANK, LONDON BRANCH]
(the Agent Bank)
▇▇▇▇▇ & ▇▇▇▇▇
London
CONTENTS
Clause Page
1. Interpretation.............................................................1
2. Intercompany Loan Terms and Conditions.....................................2
3. The Eighth Issuer Term Advances............................................2
4. Interest...................................................................4
5. Repayment..................................................................6
6. Optional Prepayment.......................................................10
7. Certain Fees, etc.........................................................11
8. Application of Certain Provisions.........................................13
9. Declaration of Trust......................................................13
10. Addresses.................................................................13
Schedule
1. Conditions Precedent in respect of Drawdown...............................15
Signatories...................................................................18
THIS AGREEMENT is dated [o] April, 2004
BETWEEN:
(1) ▇▇▇▇▇▇ FUNDING LIMITED (registered in England and Wales No. 3982428) whose
registered office is at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Funding);
(2) ▇▇▇▇▇▇ FINANCING (NO. 8) PLC (registered in England and Wales No. o) whose
registered office is at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Eighth Issuer);
(3) JPMORGAN CHASE BANK, LONDON BRANCH, formerly known as The Chase Manhattan
Bank, London Branch whose offices are at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Security Trustee which expression shall
include such person and all other persons for the time being acting as the
security trustee or trustees pursuant to the Funding Deed of Charge); and
(4) JPMORGAN CHASE BANK, LONDON BRANCH, formerly known as The Chase Manhattan
Bank, London Branch whose offices are at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Agent Bank which expression shall include such
person and all other persons for the time being acting as the agent bank
pursuant to the Eighth Issuer Paying Agent and Agent Bank Agreement).
IT IS AGREED as follows:
1. INTERPRETATION
1.1 The Amended and Restated Master Definitions and Construction Schedule
signed for the purposes of identification by ▇▇▇▇▇ & Overy and ▇▇▇▇▇▇▇▇▇
and May on [o] April, 2004 (and as the same may be further amended, varied
or supplemented from time to time with the consent of the parties hereto)
and the Eighth Issuer Master Definitions and Construction Schedule signed
for the purposes of identification by ▇▇▇▇▇ & Overy and ▇▇▇▇▇▇▇▇▇ and May
on [o] April, 2004 are expressly and specifically incorporated into this
Agreement and, accordingly, the expressions defined in the Amended and
Restated Master Definitions and Construction Schedule and/or the Eighth
Issuer Master Definitions and Construction Schedule (as so amended, varied
or supplemented from time to time) shall, except where the context
otherwise requires and save where otherwise defined herein, have the same
meanings in this Agreement, including the Recitals hereto and this
Agreement shall be construed in accordance with the interpretation
provisions set out in Clause 2 of the Amended and Restated Master
Definitions and Construction Schedule and Clause 2 of the Eighth Issuer
Master Definitions and Construction Schedule. In the event of a conflict
between the Amended and Restated Master Definitions and Construction
Schedule and the Eighth Issuer Master Definitions and Construction
Schedule, the Eighth Issuer Master Definitions and Construction Schedule
shall prevail.
1.2 Unless the context otherwise requires, references in the Intercompany Loan
Terms and Conditions to:
Closing Date means [o] April, 2004;
Intercompany Loan means the Eighth Issuer Intercompany Loan;
1
Intercompany Loan Agreement means the Eighth Issuer Intercompany Loan
Agreement;
Intercompany Loan Confirmation means the Eighth Issuer Intercompany Loan
Confirmation;
Issuer means the Eighth Issuer;
Issuer Transaction Account means the Eighth Issuer Sterling Account;
Notes means the Eighth Issuer Notes; and
Term Advances means the Eighth Issuer Term Advances.
2. INTERCOMPANY LOAN TERMS AND CONDITIONS
2.1 Each of the parties to this Agreement agrees that the Intercompany Loan
Terms and Conditions signed by Funding and the Security Trustee for the
purposes of identification on 26th July, 2000, as amended by the Amendment
Agreement to the Intercompany Loan Terms and Conditions made between
Funding, ▇▇▇▇▇▇ Financing (No. 1) PLC, the Security Trustee and the Agent
Bank on 29th November, 2000 and the Second Amendment Agreement to the
Intercompany Loan Terms and Conditions made between Funding, ▇▇▇▇▇▇
Financing (No.1) PLC, ▇▇▇▇▇▇ Financing (No. 2) PLC, ▇▇▇▇▇▇ Financing (No.
3) PLC, the Security Trustee and the Agent Bank on 5th July, 2001, and as
amended and restated on 7th November, 2002 by an agreement between ▇▇▇▇▇▇
Funding Limited, ▇▇▇▇▇▇ Financing (No. 1) PLC, ▇▇▇▇▇▇ Financing (No. 2)
PLC, ▇▇▇▇▇▇ Financing (No. 3) PLC, ▇▇▇▇▇▇ Financing (No. 4) PLC, ▇▇▇▇▇▇
Financing (No. 5) PLC, ▇▇▇▇▇▇ Financing (No. 6) PLC, the Security Trustee
and the Agent Bank, and the provisions set out therein shall form part of
this Agreement and shall be binding on the parties to this Agreement as if
they had expressly been set out herein. References in this Agreement to
this Agreement shall be construed accordingly.
2.2 Each of the parties to this Agreement further agrees that for the purposes
of this Agreement, Clause 13 of the Intercompany Loan Terms and Conditions
referred to above shall be amended by the addition of a new Clause 13.14
on the following terms:
"13.14 Centre of Main Interest
Funding shall not take any action which would result in its main interest
being in any jurisdiction other than the United Kingdom and it shall not
open any branches or offices in any jurisdiction other than the United
Kingdom."
3. THE EIGHTH ISSUER TERM ADVANCES
3.1 Eighth Issuer Term AAA Advances
On and subject to the terms of this Agreement, the Eighth Issuer grants to
Funding a term loan which consists of the following sub loans:
(a) the series 1 term AAA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 1 Term AAA Advance)
and which corresponds to the principal amount upon issue of the
Series 1 Class A Eighth Issuer Notes;
(b) the series 2 term AAA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 2 Term AAA Advance)
and which corresponds to the principal amount upon issue of the
Series 2 Class A Eighth Issuer Notes;
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(c) the series 3 term AAA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 3 Term AAA Advance)
and which corresponds to the principal amount upon issue of the
Series 3 Class A Eighth Issuer Notes; and
(d) the series 4A1 term AAA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 4A1 Term AAA Advance)
and which corresponds to the principal amount upon issue of the
Series 4 Class A1 Eighth Issuer Notes; and
(e) the series 4A2 term AAA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 4A2 Term AAA Advance)
and which corresponds to the principal amount upon issue of the
Series 4 Class A2 Eighth Issuer Notes,
and together the Eighth Issuer Series 1 Term AAA Advance, the Eighth
Issuer Series 2 Term AAA Advance, the Eighth Issuer Series 3 Term AAA
Advance, the Eighth Issuer Series 4A1 Term AAA Advance and the Eighth
Issuer Series 4A2 Term AAA Advance are referred to herein as the Eighth
Issuer Term AAA Advances.
3.2 Eighth Issuer Term AA Advances
On and subject to the terms of this Agreement, the Eighth Issuer grants to
Funding a term loan which consists of the following sub loans:
(a) the series 1 term AA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 1 Term AA Advance)
and which corresponds to the principal amount upon issue of the
Series 1 Class B Eighth Issuer Notes;
(b) the series 2 term AA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 2 Term AA Advance)
and which corresponds to the principal amount upon issue of the
Series 2 Class B Eighth Issuer Notes;
(c) the series 3 term AA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 3 Term AA Advance)
and which corresponds to the principal amount upon issue of the
Series 3 Class B Eighth Issuer Notes; and
(d) the series 4 term AA advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 4 Term AA Advance)
and which corresponds to the principal amount upon issue of the
Series 4 Class B Eighth Issuer Notes,
and together the Eighth Issuer Series 1 Term AA Advance, the Eighth Issuer
Series 2 Term AA Advance, the Eighth Issuer Series 3 Term AA Advance and
the Eighth Issuer Series 4 Term AA Advance are referred to herein as the
Eighth Issuer Term AA Advances.
3.3 Eighth Issuer Term BBB Advances
On and subject to the terms of this Agreement, the Eighth Issuer grants to
Funding a term loan which consists of the following sub loans:
(a) the series 1 term A advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 1 Term BBB Advance)
and which corresponds to the principal amount upon issue of the
Series 1 Class M Eighth Issuer Notes;
(b) the series 2 term A advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 2 Term BBB Advance)
and which corresponds to the principal amount upon issue of the
Series 2 Class M Eighth Issuer Notes;
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(c) the series 3 term A advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 3 Term BBB Advance)
and which corresponds to the principal amount upon issue of the
Series 3 Class M Eighth Issuer Notes; and
(d) the series 4 term A advance in the maximum aggregate principal
amount of [(pound)o] (the Eighth Issuer Series 4 Term BBB Advance)
and which corresponds to the principal amount upon issue of the
Series 4 Class M Eighth Issuer Notes,
and together the Eighth Issuer Series 1 Term BBB Advance, the Eighth
Issuer Series 2 Term BBB Advance, the Eighth Issuer Series 3 Term BBB
Advance and the Eighth Issuer Series 4 Term BBB Advance are referred to
herein as the Eighth Issuer Term BBB Advances.
3.4 Term Advance Rating
The Term Advance Rating in respect of the Eighth Issuer Term AAA Advances
shall be AAA/AAA/Aaa, the Term Advance Rating in respect of the Eighth
Issuer Term AA Advances shall be AA/AA/Aa3 and the Term Advance Rating in
respect of the Eighth Issuer Term BBB Advances shall be BBB/BBB/Bbb.
3.5 Conditions Precedent
Save as the Eighth Issuer and the Security Trustee may otherwise agree,
the Eighth Issuer Term Advances will not be available for utilisation
unless the Security Trustee has confirmed to Funding that it or its
advisers have received all the information and documents listed in
Schedule 1 in form and substance satisfactory to the Security Trustee and
the Eighth Issuer has entered into the Funding Deed of Charge.
4. INTEREST
4.1 Rate of Interest to First Interest Payment Date
On the Closing Date the Agent Bank will determine the Initial Relevant
Screen Rate (as defined below) in respect of each Eighth Issuer Term
Advance at or about 11.00 a.m. (London time) on that date. If the Initial
Relevant Screen Rate is unavailable, the Agent Bank will request the
principal London office of each of the Reference Banks (as defined in the
Amended and Restated Master Definitions and Construction Schedule) to
provide the Agent Bank with its offered quotations to leading banks for
three-month and four-month sterling deposits of (pound)10,000,000, in the
London inter-bank market as at or about 11.00 a.m. (London time) on such
Closing Date. The Term Advance Rates of Interest for the First Interest
Period (as defined in the Amended and Restated Master Definitions and
Construction Schedule) shall be the aggregate of (1) the Relevant Margin
(as defined below) and (2) the Initial Relevant Screen Rate or, if the
Initial Relevant Screen Rate is unavailable, the linear interpolation of
the arithmetic mean of such offered quotations for three-month sterling
deposits and the arithmetic mean of such offered quotations for four-month
sterling deposits (rounded upwards, if necessary, to five decimal places).
Initial Relevant Screen Rate means the linear interpolation of the
arithmetic mean of the offered quotations to leading banks for three-month
sterling deposits and the arithmetic mean of the offered quotations to
leading banks for four-month sterling deposits (rounded upwards if
necessary to five decimal places) displayed on the ▇▇▇-▇▇▇▇▇/Telerate
monitor at Telerate page number 3750.
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4.2 Term Advance Rates of Interest
The Term Advance Rate of Interest payable on each Term Advance shall be
LIBOR for three month sterling deposits as determined in accordance with
Clause 6 of the Intercompany Loan Terms and Conditions plus a Relevant
Margin which shall be:
(a) in respect of the Eighth Issuer Series 1 Term AAA Advance, a margin
of o per cent. per annum;
(b) in respect of the Eighth Issuer Series 2 Term AAA Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter [o] per cent. per annum;
(c) in respect of the Eighth Issuer Series 3 Term AAA Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum;
(d) in respect of the Eighth Issuer Series 4A1 Term AAA Advance, a
margin of o per cent. per annum up to (and including) the Interest
Period ending in January 2009 and thereafter o per cent. per annum;
(e) in respect of the Eighth Issuer Series 4A2 Term AAA Advance, a
margin of o per cent. per annum up to (and including) the Interest
Period ending in January 2009 and thereafter o per cent. per annum;
(f) in respect of the Eighth Issuer Series 1 Term AA Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum;
(g) in respect of the Eighth Issuer Series 2 Term AA Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum;
(h) in respect of the Eighth Issuer Series 3 Term AA Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum;
(i) in respect of the Eighth Issuer Series 4 Term AA Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum;
(j) in respect of the Eighth Issuer Series 1 Term BBB Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum;
(k) in respect of the Eighth Issuer Series 2 Term BBB Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum;
(l) in respect of the Eighth Issuer Series 3 Term BBB Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum; and
5
(m) in respect of the Eighth Issuer Series 4 Term BBB Advance, a margin
of o per cent. per annum up to (and including) the Interest Period
ending in January 2009 and thereafter o per cent. per annum.
4.3 Interest Periods
The first Interest Period shall commence on (and include) the Closing Date
and end on (but exclude) the Interest Payment Date (as defined in the
Amended and Restated Master Definitions and Construction Schedule) falling
in [July 2004]. Each subsequent Interest Period shall commence on (and
include) an Interest Payment Date and end on (but exclude) the following
Interest Payment Date.
5. REPAYMENT
5.1 Repayment subject to terms of the Funding Deed of Charge
The terms and provisions of this Clause 5 are to be read subject to the
provisions of Part II of Schedule 3 to the Funding Deed of Charge and as
the same may be further amended or varied from time to time in accordance
with the terms of the Funding Deed of Charge.
5.2 Repayment of Eighth Issuer Term AAA Advances prior to a Trigger Event,
enforcement of the Funding Security or enforcement of the Eighth Issuer
Security
Prior to the occurrence of a Trigger Event, enforcement of the Funding
Security or enforcement of the Eighth Issuer Security, Funding shall repay
to the Eighth Issuer:
(a) the Eighth Issuer Series 1 Term AAA Advance on the Interest Payment
Date falling in [April 2005];
(b) the Eighth Issuer Series 2 Term AAA Advance on the Interest Payment
Date falling in [January 2007] but if there are insufficient funds
available to repay the Eighth Issuer Series 2 Term AAA Advance on
such Interest Payment Date, then the shortfall shall be repaid on
the subsequent Interest Payment Dates from Funding Available
Principal Receipts therefor until the Eighth Issuer Series 2 Term
AAA Advance is fully repaid; and
(c) the Eighth Issuer Series 3 Term AAA Advance in an amount equal to
the Scheduled Amortisation Amount for each Interest Payment Date
falling in [April 2008], [July 2008] and [October 2008] but if there
are insufficient funds available to repay such Scheduled
Amortisation Amounts on the relevant Interest Payment Dates then the
shortfall shall be repaid on the subsequent Interest Payment Date
from Funding Available Principal Receipts therefor until the Eighth
Issuer Series 3 AAA Advance is fully repaid;
(d) the Eighth Issuer Series 4 Term AAA Advances to the extent of
Funding Available Principal Receipts therefor on each Interest
Payment Date falling on or after the Interest Payment Date falling
in [January 2009].
5.3 Repayment of Eighth Issuer Term AA Advances prior to a Trigger Event, or
enforcement of the Funding Security or enforcement of the Eighth Issuer
Security
(a) Subject to Clauses 5.5 and 5.6 hereof, prior to the occurrence of a
Trigger Event, enforcement of the Funding Security or enforcement of the
Eighth Issuer Security, Funding shall repay to the Eighth Issuer:
6
(i) on each Interest Payment Date falling on or after the Interest
Payment Date on which the Eighth Issuer Series 1 Term AAA Advance is
fully repaid, the Eighth Issuer Series 1 Term AA Advance to the
extent of Funding Available Principal Receipts therefor until the
Eighth Issuer Series 1 Term AA Advance is fully repaid;
(ii) on each Interest Payment Date falling on or after the Interest
Payment Date on which the Eighth Issuer Series 2 Term AAA Advance is
fully repaid, the Eighth Issuer Series 2 Term AA Advance to the
extent of Funding Available Principal Receipts therefor until the
Eighth Issuer Series 2 Term AA Advance is fully repaid;
(iii) on each Interest Payment Date falling on or after each Scheduled
Repayment Date on which the applicable Scheduled Amortisation Amount
in respect of the Eighth Issuer Series 3 Term AAA Advance is fully
repaid, the Eighth Issuer Series 3 Term AA Advance to the extent of
Funding Available Principal Receipts therefor until the Eighth
Issuer Series 3 Term AA Advance is fully repaid; and
(iv) on each Interest Payment Date falling on or after the Interest
Payment Date on which the Eighth Issuer Series 4 Term AAA Advances
are fully repaid, the Eighth Issuer Series 4 Term AA Advance to the
extent of Funding Available Principal Receipts therefor until the
Eighth Issuer Series 4 Term AA Advance is fully repaid.
(b) If on any Interest Payment Date amounts are due and payable under a Eighth
Issuer Term AA Advance when amounts are also due and payable under a
Eighth Issuer Term AAA Advance, then Funding shall apply Funding Available
Principal Receipts to repay the Eighth Issuer Term AAA Advance in priority
to any amounts due under any Eighth Issuer Term AA Advance.
(c) If on any Interest Payment Date amounts are due and payable under more
than one Eighth Issuer Term AA Advance, then Funding shall apply Funding
Available Principal Receipts to repay the Eighth Issuer Term AA Advances
pro rata according to the respective amounts thereof.
5.4 Repayment of Eighth Issuer Term BBB Advances prior to a Trigger Event, or
enforcement of the Funding Security or enforcement of the Eighth Issuer
Security
(a) Subject to Clauses 5.5 and 5.6 hereof, prior to the occurrence of a
Trigger Event, enforcement of the Funding Security or enforcement of the
Eighth Issuer Security, Funding shall repay to the Eighth Issuer:
(i) on each Interest Payment Date falling on or after the Interest
Payment Date on which the Eighth Issuer Series 1 Term AA Advance is
fully repaid, the Eighth Issuer Series 1 Term BBB Advance to the
extent of Funding Available Principal Receipts therefor until the
Eighth Issuer Series 1 Term BBB Advance is fully repaid;
(ii) on each Interest Payment Date falling on or after the Interest
Payment Date on which the Eighth Issuer Series 2 Term AA Advance is
fully repaid, the Eighth Issuer Series 2 Term BBB Advance to the
extent of Funding Available Principal Receipts therefor until the
Eighth Issuer Series 2 Term BBB Advance is fully repaid;
(iii) on each Interest Payment Date falling on or after each Scheduled
Repayment Date on which the applicable Scheduled Amortisation Amount
in respect of the Eighth Issuer Series 3 AAA Advance is fully repaid
and provided that the Eighth Issuer Series 3 Term AA Advance is
fully repaid, the Eighth Issuer Series 3 Term BBB Advance to
7
the extent of Funding Available Principal Receipts therefor until
the Eighth Issuer Series 3 Term BBB Advance is fully repaid; and
(iv) on each Interest Payment Date falling on or after the Interest
Payment Date on which the Eighth Issuer Series 4 Term AA Advances
are fully repaid, the Eighth Issuer Series 4 Term BBB Advance to the
extent of Funding Available Principal Receipts therefor until the
Eighth Issuer Series 4 Term BBB Advance is fully repaid.
(b) If on any Interest Payment Date amounts are due and payable under a Eighth
Issuer Term BBB Advance when amounts are also due and payable under a
Eighth Issuer [Term AAA] Advance and/or a Eighth Issuer Term AA Advance,
then Funding shall apply Funding Available Principal Receipts to repay the
Eighth Issuer Term AAA Advance and/or the Eighth Issuer Term AA Advance in
priority to any amounts due under any Eighth Issuer Term BBB Advance.
(c) If on any Interest Payment Date amounts are due and payable under more
than one Eighth Issuer Term BBB Advance, then Funding shall apply Funding
Available Principal Receipts to repay the Eighth Issuer Term BBB Advances
pro rata according to the respective amounts thereof.
5.5 Deferral of repayments on the Eighth Issuer [Term AA] Advances and the
Eighth Issuer Term BBB Advances following a Principal Deficiency
Prior to the occurrence of a Trigger Event, enforcement of the Funding
Security or enforcement of the Eighth Issuer Security, principal
repayments on the Eighth Issuer Term BBB Advances and the Eighth Issuer
Term AA Advances will be deferred in the circumstances set out in
paragraph 2 of Part II of Schedule 3 to the Funding Deed of Charge.
5.6 Repayment of Eighth Issuer Term Advances after the occurrence of a
Non-Asset Trigger Event but prior to enforcement of the Funding Security
or the Eighth Issuer Security
On and from the Interest Payment Date following the occurrence of a
Non-Asset Trigger Event but prior to enforcement of the Funding Security
or enforcement of the Eighth Issuer Security, Funding shall repay the
Eighth Issuer Term Advances on each Interest Payment Date from Funding
Available Principal Receipts in the manner set out in Part II of Schedule
3 to the Funding Deed of Charge.
5.7 Repayment of Eighth Issuer Term Advances after the occurrence of an Asset
Trigger Event but prior to enforcement of the Funding Security or
enforcement of the Eighth Issuer Security
Following the occurrence of an Asset Trigger Event but prior to
enforcement of the Funding Security or enforcement of the Eighth Issuer
Security, Funding shall repay the Eighth Issuer Term Advances on each
Interest Payment Date from Funding Available Principal Receipts in the
manner set out in Part II of Schedule 3 to the Funding Deed of Charge.
5.8 Repayment of Eighth Issuer Term Advances following enforcement of the
Eighth Issuer Security but prior to enforcement of the Funding Security
Following the enforcement of the Eighth Issuer Security pursuant to the
terms of the Eighth Issuer Deed of Charge but prior to enforcement of the
Funding Security, Funding shall apply Funding Available Principal Receipts
on each Interest Payment Date as follows:
8
(a) firstly, pro rata and pari passu according to the respective amounts
outstanding thereof, the Eighth Issuer Series 1 Term AAA Advance,
the Eighth Issuer Series 2 Term AAA Advance, the Eighth Issuer
Series 3 Term AAA Advance and the Eighth Issuer Series 4 Term AAA
Advances until all such Eighth Issuer Term AAA Advances are fully
repaid;
(b) secondly, pro rata and pari passu according to the respective
amounts outstanding thereof, the Eighth Issuer Series 1 Term AA
Advance, the Eighth Issuer Series 2 Term AA Advance, the Eighth
Issuer Series 3 Term AA Advance and the Eighth Issuer Series 4 Term
AA Advance until all such Eighth Issuer Term AA Advances are fully
repaid; and
(c) thirdly, pro rata and pari passu according to the respective amounts
outstanding thereof, the Eighth Issuer Series 1 Term BBB Advance,
the Eighth Issuer Series 2 Term BBB Advance, the Eighth Issuer
Series 3 Term BBB Advance and the Eighth Issuer Series 4 Term BBB
Advance until all such Eighth Issuer Term BBB Advances are fully
repaid.
5.9 Repayment following enforcement of the Funding Security
Following the enforcement of the Funding Security pursuant to the terms of
the Funding Deed of Charge, the Eighth Issuer Intercompany Loan shall be
repaid in the manner described in Part III of Schedule 3 to the Funding
Deed of Charge.
5.10 Bullet Term Advance and Scheduled Amortisation Term Advances deemed to be
Pass Through Term Advances
(a) Subject to the terms of Part II of Schedule 3 to the Funding Deed of
Charge, if a Trigger Event occurs, the Eighth Issuer Security is enforced
or the Funding Security is enforced, then monies (if any) accumulating for
the Eighth Issuer Series 1 Term AAA Advance, the Eighth Issuer Series 2
Term AAA Advance or the Eighth Issuer Series 3 Term AAA Advance will be
available, on and from the date of the relevant occurrence, for
application in accordance with Clauses 5.6, 5.7, 5.8 or 5.9 hereof (as
applicable) (and for the avoidance of doubt, will not be available solely
for repayment of the Eighth Issuer Series 1 Term AAA Advance and/or the
Eighth Issuer Series 2 Term AAA Advance and/or the Eighth Issuer Series 3
Term AAA Advance, as applicable, subject to the terms of Part II of
Schedule 3 to the Funding Deed of Charge).
(b) Subject to the terms of Part II of Schedule 3 to the Funding Deed of
Charge, if a Trigger Event occurs, the Funding Security is enforced or the
Eighth Issuer Security is enforced, then (i) the Scheduled Repayment Dates
of the Eighth Issuer Series 1 Term AAA Advance, the Eighth Issuer Series 2
Term AAA Advance and the Eighth Issuer Series 3 Term AAA Advance will
cease to apply and (ii) the Eighth Issuer Series 1 Term AAA Advance, the
Eighth Issuer Series 2 Term AAA Advance and the Eighth Issuer Series 3
Term AAA Advance shall be deemed to be Payable Pass Through Term Advances.
5.11 Acknowledgement of First Issuer Intercompany Loan, Second Issuer
Intercompany Loan, Third Issuer Intercompany Loan, Fourth Intercompany
Loan, Fifth Issuer Intercompany Loan, Sixth Issuer Intercompany Loan and
Seventh Issuer Intercompany Loan
The Eighth Issuer hereby acknowledges and agrees that Funding has entered
into an intercompany loan agreement with ▇▇▇▇▇▇ Financing (No. 1) PLC (the
First Issuer) dated 26th July, 2000 (the First Issuer Intercompany Loan
Agreement), an intercompany loan
9
agreement with ▇▇▇▇▇▇ Financing (No. 2) PLC (the Second Issuer) dated 29th
November, 2000 (the Second Issuer Intercompany Loan Agreement), an
intercompany loan agreement with ▇▇▇▇▇▇ Financing (No. 3) PLC (the Third
Issuer) dated 23rd May, 2001 (the Third Issuer Intercompany Loan
Agreement), an intercompany loan agreement with ▇▇▇▇▇▇ Financing (No.4)
PLC (the Fourth Issuer) dated 5th July, 2001 (the Fourth Issuer
Intercompany Loan Agreement), an intercompany loan agreement with ▇▇▇▇▇▇
Financing (No.5) PLC (the Fifth Issuer) dated 8th November, 2001 (the
Fifth Issuer Intercompany Loan Agreement), an intercompany loan agreement
with ▇▇▇▇▇▇ Financing (No. 6) PLC (the Sixth Issuer) dated 7th November,
2002 (the Sixth Issuer Intercompany Loan Agreement) and an intercompany
loan agreement with ▇▇▇▇▇▇ Financing (No. 7) PLC (the Seventh Issuer)
dated 26th March, 2003 (the Seventh Issuer Intercompany Loan Agreement)
and accordingly, the obligation of Funding to repay this Eighth Issuer
Intercompany Loan, the First Issuer Intercompany Loan, the Second Issuer
Intercompany Loan, the Third Issuer Intercompany Loan, the Fourth Issuer
Intercompany Loan, the Fifth Issuer Intercompany Loan, the Sixth Issuer
Intercompany Loan and the Seventh Issuer Intercompany Loan will depend on
the Term Advance Ratings of the various Term Advances made to Funding
under this Eighth Issuer Intercompany Loan Agreement, the First Issuer
Intercompany Loan Agreement, the Second Issuer Intercompany Loan
Agreement, the Third Issuer Intercompany Loan Agreement, the Fourth Issuer
Intercompany Loan Agreement, the Fifth Issuer Intercompany Loan Agreement,
the Sixth Issuer Intercompany Loan Agreement and the Seventh Issuer
Intercompany Loan Agreement and the provisions of Schedule 3 to the
Funding Deed of Charge.
5.12 Acknowledgement of New Intercompany Loans
The Eighth Issuer hereby acknowledges and agrees that from time to time
Funding may enter into New Intercompany Loans with New Issuers and that
the obligation of Funding to repay this Eighth Issuer Intercompany Loan,
the First Issuer Intercompany Loan, the Second Issuer Intercompany Loan,
the Third Issuer Intercompany Loan, the Fourth Issuer Intercompany Loan,
the Fifth Issuer Intercompany Loan, the Sixth Issuer Intercompany Loan,
the Seventh Issuer Intercompany Loan and any New Intercompany Loan will
depend on the Term Advance Rating of the individual Term Advances made to
Funding under any of this Eighth Issuer Intercompany Loan, the First
Issuer Intercompany Loan, the Second Issuer Intercompany Loan, the Third
Issuer Intercompany Loan, the Fourth Issuer Intercompany Loan, the Fifth
Issuer Intercompany Loan, the Sixth Issuer Intercompany Loan and the
Seventh Issuer Intercompany Loan and the provisions of Schedule 3 to the
Funding Deed of Charge. The Eighth Issuer further acknowledges and agrees
that Parts I, II and III of Schedule 3 to the Funding Deed of Charge will
be amended to reflect the entry by Funding into New Intercompany Loans and
related agreements from time to time and agrees to execute such documents
as are necessary or required by the Rating Agencies or otherwise for the
purpose of including the New Issuer, any New Funding Swap Provider, any
New Start-up Loan Provider or any other person who has executed an
Accession Undertaking in the Transaction Documents.
6. OPTIONAL PREPAYMENT
6.1 Optional Prepayment of Eighth Issuer Term Advances
If the new Basel Capital Accord (as described in the consultative document
"The New Basel Capital Accord" published in January 2001 by the Basel
Committee on Banking Supervision) has been implemented in the United
Kingdom, whether by rule of law, recommendation of best practices or by
any other regulation and PROVIDED THAT an Eighth Issuer Note Enforcement
Notice has not been served, then Funding may, on any Interest Payment Date
on
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or after the Interest Payment Date falling in [January 2009], having given
not more than 60 days and not less than 30 days' (or such shorter period
as may be agreed with the Eighth Issuer and the Security Trustee) prior
written notice to the Eighth Issuer and the Security Trustee, prepay all
but not some only of all of the Eighth Issuer Term Advances without
penalty or premium but subject to Clause 15 (Default interest and
indemnity) of the Intercompany Loan Terms and Conditions.
6.2 Application of monies
The Eighth Issuer hereby agrees to apply any amounts received by way of
prepayment pursuant to Clause 6.1 (Prepayment of Eighth Issuer Term
Advances) in making prepayments under the Eighth Issuer Notes.
7. CERTAIN FEES, ETC.
7.1 Fee for provision of Eighth Issuer Term Advances
Funding shall (except in the case of payments due under paragraphs (c),
(e), (f) and (j) below, which shall be paid when due) on each Interest
Payment Date pay to the Eighth Issuer for same day value to the Eighth
Issuer Sterling Account a fee for the provision of the Eighth Issuer Term
Advances. Such fee shall be an amount or amounts in the aggregate equal to
the following:
(a) the fees, costs, charges, liabilities and expenses and any other
amounts due and payable to the Eighth Issuer Security Trustee
pursuant to the Eighth Issuer Deed of Charge together with interest
thereon as provided therein;
(b) the fees, costs, charges, liabilities and expenses and any other
amounts due and payable to the Note Trustee pursuant to the Eighth
Issuer Trust Deed together with interest thereon as provided
therein;
(c) the reasonable fees and expenses of any legal advisers, accountants
and auditors appointed by the Eighth Issuer and properly incurred in
their performance of their functions under the Transaction Documents
which have fallen due;
(d) the fees, costs and expenses due and payable to the Paying Agents,
the Registrar, the Transfer Agent and the Agent Bank pursuant to the
Eighth Issuer Paying Agent and Agent Bank Agreement;
(e) any amounts due and payable by the Eighth Issuer to the Inland
Revenue in respect of the Eighth Issuer's liability to United
Kingdom corporation tax (insofar as payment is not satisfied by the
surrender of group relief or out of the profits, income or gains of
the Eighth Issuer and subject to the terms of the Eighth Issuer Deed
of Charge) or any other Taxes payable by the Eighth Issuer;
(f) the fees, costs, charges, liabilities and expenses due and payable
to the Eighth Issuer Account Banks, pursuant to the Eighth Issuer
Bank Account Agreement (if any);
(g) the fees, costs, charges, liabilities and expenses due and payable
to the Eighth Issuer Cash Manager, pursuant to the Eighth Issuer
Cash Management Agreement;
(h) any termination payment due and payable by the Eighth Issuer to any
Eighth Issuer Swap Provider, pursuant to any Eighth Issuer Swap
Agreement;
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(i) the fees, costs, charges and liabilities and expenses due and
payable to the Corporate Services Provider pursuant to the Eighth
Issuer Corporate Services Agreement;
(j) an amount equal to "G" where G is calculated as follows:
G = (A- D- H) or, if such calculation is less than zero, then G
shall be zero
where,
A = [0.01] per cent of the interest amounts paid by Funding to the
Eighth Issuer on the Eighth Issuer Term Advances on the
immediately preceding Interest Payment Date;
D = E - F
where,
E = the interest amounts (which excludes those fee amounts in this
Clause 7.1) paid by Funding to the Eighth Issuer on the Eighth
Issuer Term Advances on the immediately preceding Interest
Payment Date; and
F = amounts paid by the Eighth Issuer under paragraphs (e) to (i)
of the Eighth Issuer Pre-Enforcement Revenue Priority of
Payments on the immediately preceding Interest Payment Date;
and
H = the cumulative aggregate of (D - A) as calculated on each
previous Interest Payment Date. If such cumulative aggregate
of (D - A) is less than zero, then H shall be zero;
(k) any other amounts due or overdue by the Eighth Issuer to third
parties including the Rating Agencies and the amounts paid by the
Eighth Issuer under the Subscription Agreements and the Underwriting
Agreement (excluding, for these purposes, the Noteholders) other
than amounts specified in paragraphs (b) to (k) above; and
(l) if on any Interest Payment Date there are Eighth Issuer Principal
Receipts remaining in the Eighth Issuer Bank Accounts, an amount
equal to the difference between (i) the interest that would be
earned by the Eighth Issuer on such Eighth Issuer Principal Receipts
remaining in the Eighth Issuer Bank Accounts during the next
succeeding Interest Period and (ii) the interest that would be
payable by the Eighth Issuer applying the weighted average rate of
interest payable on the relevant Eighth Issuer Currency Swap
Agreement due for repayment at the end of that Interest Period to
such Eighth Issuer Principal Receipts remaining in the Eighth Issuer
Bank Accounts,
together with, (i) in respect of taxable supplies made to the Eighth
Issuer, an amount in respect of any value added tax or similar tax payable
in respect thereof against production of a valid tax invoice; and (ii) in
respect of taxable supplies made to a person other than the Eighth Issuer,
any amount in respect of any Irrecoverable VAT or similar tax payable in
respect thereof (against production of a copy of the relevant tax
invoice), and to be applied subject to and in accordance with the
provisions of the Eighth Issuer Pre-Enforcement Revenue Priority of
Payments in the Eighth Issuer Cash Management Agreement.
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7.2 Set-off
Funding and each of the other parties to the Eighth Issuer Intercompany
Loan Agreement agree that the Eighth Issuer shall be entitled to set-off
those amounts due and payable by Funding pursuant to this Clause 7 on the
Closing Date against the amount to be advanced by the Eighth Issuer to
Funding by way of the Eighth Issuer Term Advances on the Closing Date.
8. APPLICATION OF CERTAIN PROVISIONS
The provisions set out in Clause 4.2 (Limited Recourse) of the
Intercompany Loan Term and Conditions shall apply to:
(a) the Eighth Issuer Term AA Advances; and
(b) the Eighth Issuer Term BBB Advances.
9. DECLARATION OF TRUST
The Eighth Issuer declares the Security Trustee, and the Security Trustee
hereby declares itself, trustee of all the covenants, undertakings,
rights, powers, authorities and discretions in, under or in connection
with this Agreement for the Eighth Issuer Secured Creditors in respect of
the Eighth Issuer Secured Obligations owed to each of them respectively
upon and subject to the terms and conditions of the Eighth Issuer Deed of
Charge.
10. ADDRESSES
The addresses referred to in Clause 18.4 of the Intercompany Loan Terms
and Conditions are as follows:
The Security Trustee:
For the attention of: Manager, Trust Administration
Address: ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Facsimile: (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇
The Eighth Issuer:
For the attention of: Securitisation Team, Customer Risk and Decisioning
Address: ▇▇▇▇▇▇ Financing (No. 8) PLC c/o Abbey House
(AAM 126), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇
Facsimile: (▇▇) ▇▇▇▇ ▇▇▇ ▇▇▇
Funding:
For the attention of: Securitisation Team, Customer Risk and Decisioning
Address: ▇▇▇▇▇▇ Funding Limited c/o Abbey House (AAM 126),
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
Facsimile: (▇▇) ▇▇▇▇ ▇▇▇ ▇▇▇
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Rating Agencies:
▇▇▇▇▇'▇:
Address: ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone:
Facsimile: (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇
(▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇
S&P:
Address: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of: Structured Finance Surveillance Group
Telephone:
Facsimile: (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇
(▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Fitch:
Address: ▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
For the attention of: European Structured Finance
Telephone:
Facsimile: (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇
(▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇
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SCHEDULE 1
CONDITIONS PRECEDENT IN RESPECT OF DRAWDOWN
1. Authorisations
(a) A copy of the memorandum and articles of association, certificate of
incorporation and certificate of incorporation on change of name of
Funding.
(b) A copy of a resolution of the board of directors of Funding authorising
the entry into, execution and performance of each of the Transaction
Documents to which Funding is a party and authorising specified persons to
execute those on its behalf.
(c) A certificate of a director of Funding certifying:
(i) that each document delivered under this paragraph 1 of Schedule 1 is
correct, complete and in full force and effect as at a date no later
than the date of execution of the Eighth Issuer Intercompany Loan
Agreement and undertaking to notify the Security Trustee if that
position should change prior to the first Drawdown Date; and
(ii) as to the identity and specimen signatures of the directors and
signatories of Funding.
2. Security
(a) The Funding Deed of Charge duly executed by the parties thereto.
(b) Duly completed bank account mandates in respect of the Funding GIC Account
and the Funding Transaction Account.
(c) Security Power of Attorney for Funding.
3. Legal opinion
Legal opinions of:
(a) ▇▇▇▇▇ & ▇▇▇▇▇, English legal advisers, addressed to the Security
Trustee;
(b) ▇▇▇▇▇▇▇▇▇ and May, English legal advisers to the Seller, the Eighth
Issuer and Funding, addressed to the Security Trustee;
(c) Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, U.S. legal advisers to the
Seller, the Eighth Issuer and Funding, addressed to the Security
Trustee; and
(d) Tods ▇▇▇▇▇▇ ▇▇, Scottish legal advisors, addressed to the Security
Trustee.
4. Transaction Documents
Duly executed copies of:
(a) the Servicing Agreement;
(b) the Mortgages Trust Deed;
(c) the Abbey Deed and Power of Attorney;
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(d) the Funding Deed of Charge;
(e) the Funding Swap Agreement;
(f) the Corporate Services Agreement;
(g) the Funding Liquidity Facility Agreement;
(h) the First Intercompany Loan Agreement, the Second Intercompany Loan
Agreement, the Third Intercompany Loan Agreement, the Fourth
Intercompany Loan Agreement, the Fifth Intercompany Loan Agreement,
the Sixth Intercompany Loan Agreement, the Seventh Intercompany Loan
Agreement and the Eighth Intercompany Loan Agreement;
(i) the Cash Management Agreement;
(j) the Bank Account Agreement;
(k) the Funding Guaranteed Investment Contract;
(l) the First Start-up Loan Agreement, the Second Start-up Loan
Agreement, the Third Start-up Loan Agreement, the Fourth Start-up
Loan Agreement, the Fifth Start-up Loan Agreement, the Sixth
Start-up Loan Agreement, the Seventh Start-up Loan Agreement and the
Eighth Start-up Loan Agreement;
(m) the Seller Power of Attorney;
(n) the Insurance Acknowledgements;
(o) Amended and Restated Mortgage Sale Agreement;
(p) the Eighth Issuer Deed of Charge;
(q) the Eighth Issuer Cash Management Agreement;
(r) the Currency Swap Agreements;
(s) the Eighth Issuer Bank Account Agreement;
(t) the Eighth Issuer Post-Enforcement Call Option Agreement;
(u) the Eighth Issuer Corporate Services Agreement;
(v) the Eighth Issuer Trust Deed;
(w) the Eighth Issuer Global Notes;
(x) the Eighth Issuer Paying Agent and Agent Bank Agreement;
(y) the Mortgages Trustee Guaranteed Investment Contract; and
(z) the Amended and Restated Master Definitions and Construction
Schedule, the First Issuer Master Definitions and Construction
Schedule, the Second Issuer Master Definitions and Construction
Schedule, the Third Issuer Master Definitions and Construction
Schedule, the Fourth Issuer Master Definitions and Construction
16
Schedule, the Fifth Issuer Master Definitions and Construction
Schedule, the Sixth Issuer Master Definitions and Construction
Schedule, the Seventh Issuer Master Definitions and Construction
Schedule and the Eighth Issuer Master Definitions and Construction
Schedule.
5. Bond Documentation
(a) Confirmation that the Eighth Issuer Notes have been issued and the
subscription proceeds received by the Eighth Issuer; and
(b) Copy of the Prospectus and the Offering Circular.
6. Miscellaneous
Solvency certificates from Funding signed by two directors of Funding in
or substantially in the form set out in Schedule 2 to the Intercompany
Loan Terms and Conditions.
IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed on
the day and year appearing on page 1.
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SIGNATORIES
Funding
SIGNED for and on behalf of )
▇▇▇▇▇▇ FUNDING LIMITED )
Eighth Issuer
SIGNED for and on behalf of )
▇▇▇▇▇▇ FINANCING (NO. 8) PLC )
Security Trustee and
Agent Bank
SIGNED for and on behalf of )
JPMORGAN CHASE BANK, )
LONDON BRANCH )
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