DRAFT 2: 04.03.03
SEVENTH ISSUER POST - ENFORCEMENT CALL OPTION AGREEMENT
DATED {circle} MARCH, 2003
XXXXXX FINANCING (NO. 7) PLC
AS SEVENTH ISSUER
AND
PECOH LIMITED
AS POST-ENFORCEMENT CALL OPTION HOLDER
AND
THE BANK OF NEW YORK
AS SEVENTH ISSUER SECURITY TRUSTEE
XXXXX & OVERY
London
THIS AGREEMENT is made as a DEED on {circle} March, 2003
BETWEEN:
(1) XXXXXX FINANCING (NO. 7) PLC (registered number 4645659), a public
limited company incorporated under the laws of England and Wales whose
registered office is at Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x
Xxxxx, Xxxxxx XX0 0XX (the SEVENTH ISSUER);
(2) PECOH LIMITED (registered number 3982397), a private limited company
incorporated under the laws of England and Wales whose registered office
is at Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0
0XX (the POST-ENFORCEMENT CALL OPTION HOLDER); and
(3) THE BANK OF NEW YORK, acting through its office at One Canada Square,
London E14 5AL (in its capacity as the SEVENTH ISSUER SECURITY TRUSTEE,
which expression shall include such persons and all other persons for the
time being acting as security trustee or security trustees under the
Seventh Issuer Deed of Charge).
IT IS HEREBY AGREED as follows:
1. INTERPRETATION
The Amended and Restated Master Definitions and Construction Schedule and
the Seventh Issuer Master Definitions and Construction Schedule, both
signed for the purposes of identification by Xxxxx & Overy and Xxxxxxxxx
and May on {circle} March, 2003 (as the same may be amended, varied or
supplemented from time to time with the consent of the parties hereto)
are expressly and specifically incorporated into this Deed and,
accordingly, the expressions defined in the Amended and Restated Master
Definitions and Construction Schedule and the Seventh Issuer Master
Definitions and Construction Schedule (as so amended, varied or
supplemented) shall, except where the context otherwise requires and save
where otherwise defined herein, have the same meanings in this Deed,
including the Recitals hereto and this Deed shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the
Amended and Restated Master Definitions and Construction Schedule and the
Seventh Issuer Master Definitions and Construction Schedule. In the
event of a conflict between the Amended and Restated Master Definitions
and Construction Schedule and the Seventh Issuer Master Definitions and
Construction Schedule, the Seventh Issuer Master Definitions and
Construction Schedule shall prevail.
2. OPTION
2.1 In the event that the Seventh Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Class B Seventh
Issuer Notes or the Class M Seventh Issuer Notes (as the case may be)
under the Seventh Issuer Deed of Charge, the remaining proceeds of such
enforcement are insufficient to pay in full all principal and interest and
other amounts whatsoever due in respect of the Class B Seventh Issuer
Notes or the Class M Seventh Issuer Notes (as the case may be) and all
other claims ranking pari passu therewith, then the Class B Seventh Issuer
Noteholders or the Class M Seventh Issuer Noteholders (as the case may be)
shall, upon the Seventh Issuer Security having been enforced and realised
to the maximum possible extent as certified by the Seventh Issuer Security
Trustee, be forthwith entitled to their respective shares of such
remaining proceeds (as determined in accordance with the provisions of the
Seventh Issuer Deed of Charge) and the date upon which payment to each
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Class B Seventh Issuer Noteholder or Class M Seventh Issuer Noteholder (as
the case may be) is made shall be called the OPTION EXERCISE DATE.
2.2 The Seventh Issuer Security Trustee hereby grants, and the Seventh
Issuer hereby acknowledges, an option (the OPTION), under which the
Seventh Issuer Security Trustee has no personal liability, exercisable by
the Post-Enforcement Call Option Holder (or by any designated subsidiary
of the Post-Enforcement Call Option Holder, to be designated by notice
from the Post-Enforcement Call Option Holder to the Seventh Issuer
Security Trustee at the discretion of the Post-Enforcement Call Option
Holder (the DESIGNATED SUBSIDIARY)) permitting the Post-Enforcement Call
Option Holder (or any Designated Subsidiary) to acquire at any time on or
after the Option Exercise Date all (but not some only) of the Relevant
Seventh Issuer Notes (as defined below) outstanding as at the Option
Exercise Date, together with accrued interest thereon (RELEVANT SEVENTH
ISSUER NOTES, being for the purposes of this Deed and all the Class B
Seventh Issuer Notes and all the Class M Seventh Issuer Notes Issuer
Notes).
2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder
(or any Designated Subsidiary) by notice from the Post-Enforcement Call
Option Holder (or the Designated Subsidiary) to the Seventh Issuer
Security Trustee and the Seventh Issuer Noteholders in accordance with
Condition 14.
3. CONSIDERATION
The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
shall pay to the Seventh Issuer Noteholders in respect of the exercise of
the Option, the sum of one xxxxx xxxxxxxx in respect of each Class B
Seventh Issuer Note and each Class M Seventh Issuer Note then outstanding.
4. ACKNOWLEDGEMENT BY SEVENTH ISSUER SECURITY TRUSTEE
The Seventh Issuer Security Trustee acknowledges that the Class B Seventh
Issuer Notes and the Class M Seventh Issuer Notes are to be issued subject
to the Option and the Seventh Issuer Security Trustee hereby grants the
Option but does so entirely without warranty, responsibility or liability
as to its effectiveness or otherwise on the part of the Seventh Issuer
Security Trustee to the Seventh Issuer Noteholders or any other person. In
accordance with the Conditions, each of the relevant Seventh Issuer
Noteholders, by subscribing for or purchasing the Class B Seventh Issuer
Notes or the Class M Seventh Issuer Notes (as the case may be), shall,
upon subscription or purchase, be deemed to have agreed to be bound by
and, to the extent necessary, to have ratified the granting of the Option.
5. NOTICES
Any notices to be given pursuant to this Deed to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in the
case of facsimile transmission) when despatched, (where delivered by
hand) on the day of delivery if delivered before 5.00p.m. hours on a
Business Day or on the next Business Day if delivered thereafter or on a
day which is not a Business Day or (in the case of first class post) when
it would be received in the ordinary course of the post and shall be
sent:
(a) in the case of the Seventh Issuer to: Xxxxxx Financing (No. 7) PLC,
c/o Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx
XX0 0XX (facsimile number (00) 00 0000 0000) for the attention of
the Company Secretary with a copy to Abbey National plc, c/o Abbey
House (AAM 126), 000 Xxxxxxx Xxxx Xxxx, Xxxxxx
0
Xxxxxx XX0 0XX (facsimile number (00) 0000 000 000) for the
attention of Securitisation Team, Retail Customer Risk and
Decisioning;
(b) in the case of the Post-Enforcement Call Option Holder to: PECOH
Limited, c/o Abbey National House, 2 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx,
Xxxxxx XX0 0XX (facsimile number (00) 00 0000 0000) for the
attention of the Company Secretary with a copy to Abbey National
plc, c/o Abbey House (AAM 126), 000 Xxxxxxx Xxxx Xxxx, Xxxxxx
Xxxxxx XX0 0XX (facsimile number (00) 0000 000 000) for the
attention of Securitisation Team, Retail Customer Risk and
Decisioning; and
(c) in the case of the Seventh Issuer Security Trustee to: The Bank of
Xxx Xxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (facsimile number (44)
20 7964 6061/6399) for the attention of Global Structured Finance
- Corporate Trust,
or to such other address or facsimile number or for the attention of such
other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this
Clause 5.
6. GOVERNING LAW
This Deed shall be governed by, and construed in accordance with, English
law.
IN WITNESS whereof the parties hereto have executed this agreement as a Deed on
the day and year first before written.
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SIGNATORIES
EXECUTED as a DEED by )
XXXXXX FINANCING (NO. 7) PLC )
acting by two directors/ )
a director and secretary )
Director
Director/Secretary
EXECUTED as a DEED by: )
PECOH LIMITED acting by )
two directors/ )
a director and secretary )
Director
Director/Secretary
EXECUTED as a DEED by )
THE BANK OF NEW YORK, )
)
acting by its attorney )
in the presence of: )
Witness:
Name:
Address:
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