Exhibit 4.6
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Draft: 25/02/03
THIS SECOND ISSUER TRUST DEED is made on [6th March], 2003
BETWEEN:
(1) PERMANENT FINANCING (NO. 2) PLC (registered number 4623188) whose
registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE
(the "SECOND ISSUER"); and
(2) U.S. BANK NATIONAL ASSOCIATION, a national banking association formed
under the laws of the United States of America, acting through its office
at 1 Federal Street, 3rd Floor, Boston, Massachusetts 02110 (acting in
its capacity as Note Trustee) as trustee for the Noteholders.
WHEREAS:
(1) By a resolution of a duly authorised Board of Directors of the Second
Issuer passed on o, 2003 the Second Issuer has resolved to issue the
Second Issuer Notes which are constituted by this Deed and secured by the
Second Issuer Deed of Charge.
(2) The Note Trustee has agreed to act as trustee of these presents for the
benefit of the Noteholders upon and subject to the terms and conditions
of these presents.
NOW THIS SECOND ISSUER TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED:
1. DEFINITIONS
(A) The Amended and Restated Master Definitions and Construction Schedule and
the Second Issuer Master Definitions and Construction Schedule, both
signed for the purposes of identification by Allen & Overy and Sidley
Austin Brown & Wood on [5th 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 Second 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. In
the event of a conflict between the Amended and Restated Master
Definitions and Construction Schedule and the Second Issuer Master
Definitions and Construction Schedule, the Second Issuer Master
Definitions Schedule shall prevail.
(B) (i) All references in these presents to principal and/or interest in
respect of the Second Issuer Notes or to any monies payable by the
Second Issuer under these presents shall be deemed to include a
reference to any additional amounts which may be payable under
CONDITION 4(B) or, if applicable, under any undertaking or
covenant given pursuant to CLAUSE 2(B).
(ii) All references in these presents to "(POUND)", "STERLING" or
"POUNDS STERLING" shall be construed as references to the
lawful currency or currency unit for the time being of the
United Kingdom. All references to "(EURO)", "EUR", "euro" or
"EURO" shall be construed as references to the single currency
introduced at the third stage of European Economic and Monetary
Union pursuant to the Treaty establishing the European
Communities as amended from time to time. All references to "$",
"US$"
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or "US DOLLARS" shall be construed as references to the lawful
currency or currency unit for the time being of the United
States of America.
(iii) All references in this Deed to "THESE PRESENTS" means this
Deed, the schedules hereto, the Second Issuer Notes, the
Conditions, any deed expressed to be supplemental hereto or
thereto and the Second Issuer Deed of Charge and the schedules
thereto, all as from time to time supplemented or modified in
accordance with the provisions contained in this Deed and/or
where applicable, therein contained.
(iv) All references in these presents to guarantees or to an
obligation being guaranteed shall be deemed to include
respectively references to indemnities or to an indemnity being
given in respect thereof.
(v) All references in these presents to any action, remedy or
method of proceeding for the enforcement of the rights of
creditors shall be deemed to include, in respect of any
jurisdiction other than England, references to such action,
remedy or method of proceeding for the enforcement of the
rights of creditors available or appropriate in such
jurisdiction as shall most nearly approximate to such action,
remedy or method of proceeding described or referred to in
these presents.
(vi) All references in these presents to taking proceedings against
the Second Issuer shall be deemed to include references to
proving in the winding up of the Second Issuer.
(vii) All references in these presents to DTC, Euroclear and
Clearstream, Luxembourg, shall be deemed to include references
to any other or additional clearing system as may be approved
in writing by the Note Trustee.
(viii) Unless the context otherwise requires words or expressions
used in these presents shall bear the same meanings as in the
Companies Act 1985 of England.
(ix) Whenever this Deed refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in
and made part of this Deed. All other Trust Indenture Act
terms used in this Deed that are defined by the Trust
Indenture Act, defined in the Trust Indenture Act by reference
to another statute or defined by SEC rule have the meanings
assigned to them in the Trust Indenture Act.
2. COVENANT TO REPAY AND TO PAY INTEREST ON SECOND ISSUER NOTES
(A) The aggregate principal amount of:
(i) the Series 1 Class A Second Issuer Notes is limited to
US$[1,000,000,000];
(ii) the Series 1 Class B Second Issuer Notes is limited to
US$[34,000,000];
(iii) the Series 1 Class C Second Issuer Notes is limited to
US$[34,000,000];
(iv) the Series 2 Class A Second Issuer Notes is limited to
US$[1,750,000,000];
(v) the Series 2 Class B Second Issuer Notes is limited to
US$[61,000,000];
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(vi) the Series 2 Class C Second Issuer Notes is limited to
US$[61,000,000];
(vii) the Series 3 Class A Second Issuer Notes is limited to
(EURO)[1,250,000,000];
(viii) the Series 3 Class B Second Issuer Notes is limited to
(EURO)[43,500,000];
(ix) the Series 3 Class C Second Issuer Notes is limited to
(EURO)[43,500,000];
(x) the Series 4 Class A Second Issuer Notes is limited to
US$[1,750,000,000];
(xi) the Series 4 Class B Second Issuer Notes is limited to
(EURO)[56,500,000];
(xii) the Series 4 Class C Second Issuer Notes is limited to
(EURO)[56,500,000];
(xiii) the Series 5 Class A Second Issuer Notes is limited
to(pound)[750,000,000];
(xiv) the Series 5 Class B Second Issuer Notes is limited
to (pound)[26,000,000]; and
(xv) the Series 5 Class C Second Issuer Notes is limited
to(pound)[26,000,000].
(B) The Second Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity of
the Second Issuer Notes provided for in the Conditions, or on such
earlier date as the same or any part thereof may become due and repayable
thereunder, pay or procure to be paid unconditionally to or to the order
of the Note Trustee in euro, US dollars or sterling, as applicable, in
London or New York City, as applicable, in immediately available funds
the principal amount of the Second Issuer Notes repayable on that date
and shall in the meantime and until the due date for the final maturity
of the Second Issuer Notes (both before and after any judgment or other
order of a court of competent jurisdiction) pay or procure to be paid
unconditionally to or to the order of the Note Trustee as aforesaid
interest (which shall accrue from day to day) on the Principal Amount
Outstanding of the Second Issuer Notes at the rates set out in or (as the
case may be) calculated from time to time in accordance with CONDITION 4
and on the dates provided for in the Conditions PROVIDED THAT:
(i) every payment of principal or interest in respect of the Second
Issuer Notes to or to the account of the Principal Paying Agent,
in the manner provided in the Second Issuer Paying Agent and Agent
Bank Agreement, shall operate in satisfaction pro tanto of the
relative covenant by the Second Issuer in this Clause except to
the extent that there is default in the subsequent payment thereof
in accordance with the Conditions to the Noteholders;
(ii) in any case where payment of principal is not made to the Note
Trustee or the Principal Paying Agent on or before the due date,
interest shall continue to accrue on the principal amount of the
Second Issuer Notes (both before and after any judgment or other
order of a court of competent jurisdiction) at the rates aforesaid
(or, if higher, the rate of interest on judgment debts for the
time being provided by English law) up to and including the date
which the Note Trustee determines to be the date on and after
which payment is to be made to the Noteholders in respect thereof
as stated in a notice given to the Noteholders in accordance with
CONDITION 14 (such date to be not later than 30 days after the day
on which the whole of such principal amount,
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together with an amount equal to the interest which has accrued
and is to accrue pursuant to this proviso up to and including that
date, has been received by the Note Trustee or the Principal
Paying Agent);
(iii) in any case where payment of the whole or any part of the
principal amount of any Second Issuer Note is improperly withheld
or refused upon due presentation thereof (other than in
circumstances contemplated by proviso (ii) above) interest shall
accrue on that principal amount of which has been so withheld or
refused (both before and after any judgment or other order of a
court of competent jurisdiction) at the rates aforesaid (or, if
higher, the rate of interest on judgment debts for the time being
provided by English law) from and including the date of such
withholding or refusal up to and including the date on which, upon
further presentation of the relevant Second Issuer Note, payment
of the full amount (including interest as aforesaid) in euro, US
dollars or sterling, as applicable, payable in respect of such
Second Issuer Note is made or (if earlier) the seventh day after
notice is given to the relevant Noteholder (either individually or
in accordance with CONDITION 14) that the full amount (including
interest as aforesaid) in euro, US dollars or sterling, as
applicable, payable in respect of such Second Issuer Note is
available for payment, provided that, upon further presentation
thereof being duly made, such payment is made; and
(iv) notwithstanding any other provision of this Deed, the right of any
Noteholder to receive payment of principal and interest on the
Second Issuer Notes, on or after the respective due dates
expressed in the Second Issuer Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of the
Noteholder.
The Second Issuer shall pay Additional Interest in accordance with
CONDITION 4(B).
The Note Trustee will hold the benefit of the covenants contained in
this Clause on trust for the Noteholders and itself in accordance with
this Deed.
(C) At any time after a Note Event of Default shall have occurred or the
Second Issuer Notes shall otherwise have become due and repayable or the
Definitive Second Issuer Notes have not been issued when so required in
accordance with this Deed and the relative Global Second Issuer Notes,
the Note Trustee may and shall, if directed by an Extraordinary
Resolution of the Noteholders and subject to it being indemnified and/or
secured to its satisfaction:
(i) by notice in writing to the Second Issuer, the Principal Paying
Agent, the US Paying Agent, the Transfer Agent and the Registrar
require the Principal Paying Agent, the US Paying Agent, the
Transfer Agent and the Registrar pursuant to the Second Issuer
Paying Agent and Agent Bank Agreement and by notice in writing to
the Second Issuer:
(a) act thereafter as Principal Paying Agent, US Paying Agent,
Transfer Agent and Registrar of the Note Trustee in relation
to payments to be made by or on behalf of the Note Trustee
under the provisions of this Deed mutatis mutandis on the
terms provided in the Second Issuer Paying Agent and Agent
Bank Agreement (save that the Note Trustee's liability under
any provisions thereof for the indemnification, remuneration
and payment of out-of-pocket expenses of the Paying Agents,
the Transfer Agent and the Registrar shall be
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limited to the amounts for the time being held by the Note
Trustee on the trusts of these presents relating to the
relevant Second Issuer Notes and available for such purpose)
and thereafter to hold all Second Issuer Notes and all sums,
documents and records held by them in respect of Second Issuer
Notes on behalf of the Note Trustee; or
(b) deliver up all Second Issuer Notes and all sums, documents and
records held by them in respect of the Second Issuer Notes to
the Note Trustee or as the Note Trustee shall direct in such
notice provided that such notice shall be deemed not to apply
to any documents or records which the relevant Paying Agent or
the Registrar, as the case may be, is obliged not to release
by any law or regulation; and/or
(ii) by notice in writing to the Second Issuer require it to make all
subsequent payments in respect of the Second Issuer Notes to or to
the order of the Note Trustee and not to the Principal Paying
Agent; with effect from the issue of any such notice to the Second
Issuer and until such notice is withdrawn CLAUSE 2(B)(I) relating
to the Second Issuer Notes shall cease to have effect.
(D) The Second Issuer shall require each paying agent not a party to the
Second Issuer Paying Agent and Agent Bank Agreement to agree in writing
to hold in trust to the extent required by the Trust Indenture Act for
the benefit of the Noteholders or the Note Trustee all money held by such
paying agent for the payment of principal of or interest on the Second
Issuer Notes (whether such money has been paid to it by the Second Issuer
or any other obligor of the Second Issuer Notes), and the Second Issuer
and such paying agent shall each notify the Note Trustee of any default
by the Second Issuer (or any other obligor of the Second Issuer Notes) in
making any such payment.
3. FORM AND ISSUE OF SECOND ISSUER NOTES
(A) (i) The Series 1 Second Issuer Notes, the Series 2 Second Issuer Notes
and the Series 4 Class A Second Issuer Notes will be initially
offered and sold pursuant to a Registration Statement filed with
the United States Securities and Exchange Commission. Each class
of the Series 1 Second Issuer Notes, the Series 2 Second Issuer
Notes and the Series 4 Class A Second Issuer Notes will initially
be represented by a separate global note in registered form (the
"SERIES 1 CLASS A GLOBAL SECOND ISSUER NOTE", the "SERIES 1 CLASS
B GLOBAL SECOND ISSUER NOTE", the "SERIES 1 CLASS C GLOBAL SECOND
ISSUER NOTE", the "SERIES 2 CLASS A GLOBAL SECOND ISSUER NOTE",
the "SERIES 2 CLASS B GLOBAL SECOND ISSUER NOTE", the "SERIES 2
CLASS C GLOBAL SECOND ISSUER NOTE" and the "SERIES 4 CLASS A
GLOBAL SECOND ISSUER NOTE" respectively, and together the "DOLLAR
GLOBAL SECOND ISSUER NOTES"), in each case without coupons or
talons attached and which, in aggregate, will represent the
aggregate principal amount outstanding of the Series 1 Second
Issuer Notes, the Series 2 Second Issuer Notes and the Series 4
Class A Second Issuer Notes.
(ii) The Series 3 Second Issuer Notes, the Series 4 Class B Issuer
Notes, the Series 4 Class C Issuer Notes and the Series 5 Second
Issuer Notes will be initially offered and sold outside the United
States to non-US persons pursuant to Regulation S ("REG S") under
the United States Securities Act of 1933, as amended (the
"SECURITIES ACT"). Each class of the Series 3 Second Issuer Notes,
the Series 4 Class B Issuer
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Notes, the Series 4 Class C Issuer Notes and the Series 5 Second
Issuer Notes will initially be represented by a global note in
registered form (the "SERIES 3 CLASS A GLOBAL SECOND ISSUER NOTE",
, the "SERIES 3 CLASS B GLOBAL SECOND ISSUER NOTE", the "SERIES 3
CLASS C GLOBAL SECOND ISSUER NOTE", the "SERIES 4 CLASS B GLOBAL
SECOND ISSUER NOTE", the "SERIES 4 CLASS C GLOBAL SECOND ISSUER
NOTE", the "SERIES 5 CLASS A GLOBAL SECOND ISSUER NOTE", the
"SERIES 5 CLASS B GLOBAL SECOND ISSUER NOTE" and the "SERIES 5
CLASS C GLOBAL SECOND ISSUER NOTE" together, the "REG S GLOBAL
SECOND ISSUER NOTES" and, together with the Dollar Global Second
Issuer Notes, the "GLOBAL SECOND ISSUER NOTES"), in each case
without coupons or talons attached and which, in aggregate, will
represent the aggregate principal amount outstanding of the Series
3 Second Issuer Notes, the Series 4 Class B Second Issuer Notes,
the Series 4 Class C Second Issuer Notes and the Series 5 Second
Issuer Notes.
(B) The Global Second Issuer Notes shall be printed or typed in, or
substantially in, the respective forms set out in SCHEDULE 1 and may be
executed in facsimile. Each Global Second Issuer Note shall represent
such of the outstanding Second Issuer Notes of the relevant class as
shall be specified therein and each shall provide that it shall represent
the aggregate Principal Amount Outstanding of the relevant class of
Second Issuer Notes from time to time endorsed thereon and that the
aggregate Principal Amount Outstanding of the Second Issuer Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases and transfers
of interests therein in accordance with the terms of this Deed and the
Second Issuer Paying Agent and Agent Bank Agreement. Any endorsement of a
Global Second Issuer Note to reflect the amount of any increase or
decrease in the Principal Amount Outstanding of the Second Issuer Notes
represented thereby shall be made by the Registrar in accordance with
CLAUSE 5. Title to the Global Second Issuer Notes shall pass by and upon
the registration in the Register in respect thereof in accordance with
the provisions of these presents. The Global Second Issuer Notes shall be
issuable only in registered form without coupons or talons attached and
signed manually by a person duly authorised by the Second Issuer on
behalf of the Second Issuer and shall be authenticated by or on behalf of
the Registrar. The Global Second Issuer Notes so executed and
authenticated shall be binding and valid obligations of the Second
Issuer, notwithstanding that such duly authorised person no longer holds
that office at the time the Registrar authenticates the relevant Global
Second Issuer Note.
(C) The Global Second Issuer Notes shall be issued by the Second Issuer to
Cede & Co., as nominee for DTC, in respect of each Dollar Global Second
Issuer Note and to Citivic Nominees Limited, as nominee for the Common
Depositary, in respect of each Reg S Global Second Issuer Note, on terms
that Cede & Co. and Citivic Nominees Limited shall, respectively, hold
the same for the account of the persons who would otherwise be entitled
to receive the Definitive Second Issuer Notes and the successors in title
to such persons appearing in the records of DTC, Euroclear and
Clearstream, Luxembourg for the time being. Upon the issuance of each
such Global Second Issuer Notes, DTC, Euroclear and Clearstream,
Luxembourg shall credit, on their respective internal book-entry
registration and transfer systems, the accounts of holders of Book-Entry
Interests with the respective interests owned by such Noteholders.
(D) The provisions of the "Operating Procedures of the Euroclear System" and
"Terms and Conditions Governing Use of Euroclear" and the "General Terms
and Conditions of Clearstream, Luxembourg" and "Customer Handbook" of
Clearstream, Luxembourg shall be
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applicable to interests in the Global Second Issuer Notes that are held
through Euroclear and Clearstream, Luxembourg.
(E) The Second Issuer shall issue Definitive Second Issuer Notes only if any
of the following applies while any of the Second Issuer Notes of any
class are represented by a Global Second Issuer Note of the relevant
class at any time after the fortieth day following the later of the
Second Issuer Closing Date and the date of the issue of such Global
Second Issuer Note:
(i) (in the case of Dollar Global Second Issuer Notes) DTC has
notified the Second Issuer that it is at any time unwilling or
unable to continue as the registered holder of such Dollar Global
Second Issuer Notes or is at any time unwilling or unable to
continue as, or ceases to be, a clearing agency registered under
the Exchange Act, and a successor to DTC registered as a clearing
agency under the Exchange Act is not able to be appointed by the
Second Issuer within 90 days of such notification, or (in the case
of the Reg S Global Second Issuer Notes) both Euroclear and
Clearstream, Luxembourg are closed for business for a continuous
period of 14 days (other than by reason of holiday, statutory or
otherwise) or announce an intention permanently to cease business
and do so cease to do business and no alternative clearing system
satisfactory to the Note Trustee is available; and
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political
sub-division thereof) or of any authority therein or thereof
having power to tax or in the interpretation or administration by
a revenue authority or a court or administration of such laws or
regulations which becomes effective on or after the Second Issuer
Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in
respect of the Second Issuer Notes which would not be required
were the Second Issuer Notes in definitive form.
If required by this CLAUSE 3, the Second Issuer shall, at its sole cost
and expense within 30 days of the occurrence of the relevant event, issue
Definitive Second Issuer Notes of the same class as the class of Second
Issuer Notes represented by the relevant Global Second Issuer Note in
exchange for the whole (or the remaining part(s) outstanding) of the
relevant Global Second Issuer Note. If Definitive Second Issuer Notes are
issued, the beneficial interests represented by the Reg S Global Second
Issuer Notes of each class shall be exchanged by the Second Issuer for
Definitive Second Issuer Notes of that class ("REG S DEFINITIVE SECOND
ISSUER NOTES") and the beneficial interests represented by the Dollar
Global Second Issuer Note of each class shall be exchanged by the Second
Issuer for Definitive Second Issuer Notes of that class ("DOLLAR
DEFINITIVE SECOND ISSUER NOTES").
(F) The Definitive Second Issuer Notes shall be printed or typed in, or
substantially in, the form set out in SCHEDULE 2 in the denomination and
transferable in units of (i) US$1,000 and US$10,000 (in the case of the
Series 1 Second Issuer Notes, the Series 2 Second Issuer Notes and the
Series 4 Class A Second Issuer Notes), (ii) (EURO)500,000 (in the case of
the Series 3 Second Issuer Notes, the Series 4 Class B Issuer Notes and
the Series 4 Class C Issuer Notes) and (iii)(pound)1,000 or(pouND)10,000
(in the case of the Series 5 Second Issuer Notes) each or, in each case,
integral multiples thereof or in such other denominations as the Note
Trustee shall determine and notify to the relevant Noteholders, shall be
serially numbered and shall be endorsed with a form of transfer in the
form or substantially in the form also set out in SCHEDULE 2. Title to
the Definitive Second Issuer Notes shall pass by and upon the
registration in the Register in respect thereof in accordance with the
provisions of these
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presents. The Definitive Second Issuer Notes shall be issuable only in
registered form without coupons or talons attached and signed manually or
in facsimile by a person duly authorised by or on behalf of the Second
Issuer and shall be authenticated by or on behalf of the Registrar. Each
Second Issuer Note so executed and authenticated shall be a binding and
valid obligation of the Second Issuer notwithstanding that such duly
authorised person (for whatever reason) no longer holds that office at
the time the Registrar authenticates the Second Issuer Note.
(G) If the Second Issuer is obliged to issue or procure the issue of any
Definitive Second Issuer Notes pursuant to CLAUSE 3(E) but fails to do so
within 30 days of the occurrence of the relevant event described in
CLAUSE 3(E), then the Second Issuer shall indemnify the Note Trustee, the
registered holder of the relevant Global Second Issuer Note(s) and the
relevant Noteholders and keep them indemnified against any and all loss
or damage incurred by any of them if the amount received by the Note
Trustee, the registered holder of such Global Second Issuer Note(s) or
the relevant Noteholders in respect of the Second Issuer Notes is less
than the amount that would have been received had Definitive Second
Issuer Notes been issued in accordance with CLAUSE 3(E). If and for so
long as the Second Issuer discharges its obligations under this
indemnity, the breach by the Second Issuer of the provisions of CLAUSE
3(E) shall be deemed to be cured ab initio.
4. REPLACEMENT OF SECOND ISSUER NOTES
If a mutilated or defaced Global Second Issuer Note or Definitive Second
Issuer Note is surrendered to the Registrar or Transfer Agent or if a
Noteholder claims that a Global Second Issuer Note or Definitive Second
Issuer Note has been lost, stolen or destroyed, the Second Issuer shall
issue, and the Registrar shall authenticate, a replacement Global Second
Issuer Note or Definitive Second Issuer Note, respectively, on receipt of
satisfactory evidence in accordance with CONDITION 13. An indemnity for
an amount sufficient in the judgement of the Second Issuer and the
Registrar to protect the Second Issuer and the Registrar from any loss
which any of them may suffer if a Global Second Issuer Note or a
Definitive Second Issuer Note is replaced may be required by the Second
Issuer and the Registrar. The Second Issuer may charge such Noteholder
for its costs in replacing such Second Issuer Note.
5. REGISTER, TRANSFER AND EXCHANGE OF SECOND ISSUER NOTES
(A) TRANSFER AND EXCHANGE OF GLOBAL SECOND ISSUER NOTES
A Global Second Issuer Note will be exchanged by the Second Issuer for
another Global Second Issuer Note or Definitive Second Issuer Note(s)
only in the circumstances set forth in CLAUSE 3(E), the Conditions, the
Second Issuer Paying Agent and Agent Bank Agreement and the relevant
Global Second Issuer Note. Upon the occurrence of any of the events
specified therein concerning their exchange for Definitive Second Issuer
Notes, Definitive Second Issuer Notes of the relevant class shall be
issued in such names as the Second Issuer shall instruct the Registrar
(based on the instructions of DTC and Euroclear and Clearstream,
Luxembourg) and the Registrar shall cause the Principal Amount
Outstanding of the applicable Global Second Issuer Note to be reduced
accordingly, cancel such Global Second Issuer Note (if applicable) and
direct DTC and Euroclear and Clearstream, Luxembourg to make
corresponding reductions in their book-entry systems, and the Second
Issuer shall execute and the Registrar shall authenticate such Definitive
Second Issuer Notes of the relevant class in the appropriate principal
amounts and the Registrar will register them. The Registrar shall deliver
such Definitive Second Issuer Notes to the persons in whose names
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such Second Issuer Notes are so registered. Reg S Definitive Second
Issuer Notes issued in exchange for a Book-Entry Interest pursuant to
this CLAUSE 5(A) shall bear the legend set forth in CLAUSE 5(D), and
shall be subject to all restrictions on transfer contained therein to the
same extent as the Global Second Issuer Note so exchanged. Global Second
Issuer Notes may also be exchanged or replaced, in whole or in part, as
provided in CLAUSE 4. Every Second Issuer Note authenticated and
delivered in exchange for, or in lieu of, a Global Second Issuer Note or
any portion thereof, pursuant to CLAUSE 4 hereof, shall be authenticated
and delivered in the form of, and shall be, a Global Second Issuer Note.
A Global Second Issuer Note may not be exchanged for another Second
Issuer Note other than as provided in this CLAUSE 5(A).
(B) TRANSFER AND EXCHANGE OF BOOK-ENTRY INTERESTS
The transfer and exchange of Book-Entry Interests shall be effected
through DTC, Euroclear and/or Clearstream, Luxembourg, as the case may
be, in accordance with these presents, the Second Issuer Paying Agent and
Agent Bank Agreement and the procedures therefor of DTC, Euroclear and/or
Clearstream, Luxembourg, as the case may be. Book-Entry Interests shall
be subject to restrictions on transfer comparable to those set forth
herein and in the Second Issuer Paying Agent and Agent Bank Agreement to
the extent required by the Securities Act. The Note Trustee shall have no
obligation to ascertain or to monitor DTC's, Euroclear's or Clearstream,
Luxembourg's compliance with any such restrictions on transfer.
(C) TRANSFER OF DEFINITIVE SECOND ISSUER NOTES
Definitive Second Issuer Notes may be transferred in whole or in part
(provided that any partial transfer relates to a Definitive Second Issuer
Note) in the principal amount of, in the case of the Series 1 Second
Issuer Notes, the Series 2 Second Issuer Notes and the Series 4 Class A
Second Issuer Notes, US$1,000 or US$10,000; in the case of the Series 3
Second Issuer Notes, the Series 4 Class B Issuer Notes and the Series 4
Class C Issuer Notes, (EURO)500,000; and in the case of THe Series 5
Second Issuer Notes, (pound)1,000 or (pound)10,000 or, in each case, any
integral multiple thereof or in SUch other denominations as the Note
Trustee shall determine and notify to the relevant Noteholders. When
Definitive Second Issuer Notes are presented by a Noteholder to the
Registrar with a request to register the transfer of such Definitive
Second Issuer Notes, the Registrar shall register the transfer as
requested only if such Definitive Second Issuer Notes are presented or
surrendered for registration of transfer and are endorsed or accompanied
by a written instrument of transfer in form satisfactory to the Registrar
duly executed by such Noteholder or by his attorney duly authorised in
writing and upon receipt of such certificates and other documents as
shall be necessary to evidence compliance with the restrictions on
transfer contained in this Agreement and in the Second Issuer Paying
Agent and Agent Bank Agreement. Thereupon, the Registrar shall request
the Second Issuer to issue and the Registrar shall itself authenticate
new Definitive Second Issuer Notes required to be issued in connection
with such transfer. In the case of a transfer of part only of such
Definitive Second Issuer Note, a new Definitive Second Issuer Note in
respect of the balance not transferred will be issued to the transferor.
All transfers of Definitive Second Issuer Notes are subject to any
restrictions on transfer set forth on such Definitive Second Issuer Notes
and the detailed regulations concerning transfers in the Second Issuer
Paying Agent and Agent Bank Agreement.
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(D) REGULATION S LEGEND
Each Reg S Global Second Issuer Note and each Reg S Definitive Second
Issuer Note issued in exchange therefor shall bear a legend in
substantially the following form:
"THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A
MATTER OF U.S. LAW, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF
THE CLOSING DATE AND THE COMMENCEMENT OF THE OFFERING OF THE SECOND
ISSUER NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES."
(E) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL SECOND ISSUER NOTES
At such time as all Book-Entry Interests in respect of a Global Second
Issuer Note have been exchanged for Definitive Second Issuer Notes, such
Global Second Issuer Note shall be returned to or retained and cancelled
by the Registrar as set out in the Second Issuer Paying Agent and Agent
Bank Agreement. At any time prior to such cancellation, if any Book-Entry
Interest is exchanged for an interest in another Global Second Issuer
Note, the principal amount of Second Issuer Notes represented by such
Global Second Issuer Note shall be reduced accordingly and an endorsement
shall be made on such Global Second Issuer Note by the Registrar to
reflect such reduction.
(F) GENERAL PROVISIONS RELATING TO ALL TRANSFERS AND EXCHANGES
(i) To permit registrations of transfers and exchanges of Second
Issuer Notes, the Second Issuer shall execute and the Registrar
shall authenticate Global Second Issuer Notes and Definitive
Second Issuer Notes upon a written order signed by an officer of
the Second Issuer.
(ii) No service fee shall be charged to a Noteholder for any
registration of a Definitive Second Issuer Note on transfer or
exchange but the Second Issuer may require payment of a sum
sufficient to cover any stamp or transfer tax or similar
governmental charge payable in connection therewith (other than
any such stamp or transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to CONDITION 13) and
the Registrar may require an indemnity in respect of such tax or
charge.
(iii) All Global Second Issuer Notes and Definitive Second Issuer Notes
issued upon any registration of transfer or exchange of Global
Second Issuer Notes or Definitive Second Issuer Notes shall be the
valid obligations of the Second Issuer, evidencing the same debt
and entitled to the same benefits under this Deed, as the Global
Second Issuer Notes or Definitive Second Issuer Notes surrendered
upon such registration of transfer or exchange.
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(G) REGISTER OF SECOND ISSUER NOTES
The Second Issuer shall at all times ensure that the Registrar maintains
in London, or at such other place as the Note Trustee may agree in
writing, a register (the "REGISTER") in respect of the Second Issuer
Notes showing the amount of the Global Second Issuer Notes or Definitive
Second Issuer Notes, as the case may be, from time to time outstanding
and the dates of issue and all subsequent transfers and changes of
ownership thereof and the names and addresses of the holders of the
Global Second Issuer Notes or the Definitive Second Issuer Notes. So long
as DTC or its nominee, or the Common Depositary or its nominee, is the
registered holder of a Global Second Issuer Note, DTC or the Common
Depositary, as the case may be, will be considered the sole registered
holder of such Global Second Issuer Note for all purposes under this
Second Issuer Trust Deed. Each Second Issuer Note, whether in global or
definitive form, shall have an identifying serial number which shall be
entered on the Register. The Note Trustee and the holders of such Second
Issuer Notes or any of them and any person authorised by it or any of
them may at all reasonable times during office hours inspect the Register
and take copies of or extracts from it.
6. FEES, DUTIES AND TAXES
The Second Issuer will pay any stamp duty, issue, registration,
documentary or other taxes of a similar nature and duties payable in the
United Kingdom, Belgium, Luxembourg or the United States, including
interest and penalties, on or in connection with (i) the execution and
delivery of these presents and the Transaction Documents to which it is a
party and any documents executed pursuant thereto, (ii) the constitution
and original issue of the Second Issuer Notes, and (iii) any action in
any jurisdiction taken by or on behalf of the Note Trustee or (where
permitted under these presents so to do) any Noteholder to enforce the
Second Issuer Notes.
7. COVENANT OF COMPLIANCE
The Second Issuer covenants with the Note Trustee that it will comply
with and perform and observe all the provisions of these presents, the
Second Issuer Notes, the Second Issuer Deed of Charge, the Second Issuer
Paying Agent and Agent Bank Agreement and the documents executed pursuant
thereto and the other Transaction Documents which are expressed to be
binding on it. The Conditions shall be binding on the Second Issuer, the
Noteholders, the Note Trustee and all persons claiming through or under
any of them. The Note Trustee shall be entitled to enforce the
obligations of the Second Issuer under the Second Issuer Notes and the
Conditions and to exercise any other rights, powers, authorities and
discretions conferred upon the Note Trustee in the Conditions as if the
same were set out and contained in this Deed, which shall be read and
construed as one document with the Second Issuer Notes. The Note Trustee
shall hold the benefit of this covenant upon trust for itself and the
Noteholders according to its and their respective interests. The
provisions of SCHEDULE 4 shall have effect in the same manner as if
herein set forth.
8. CANCELLATION OF SECOND ISSUER NOTES AND RECORDS
(A) The Second Issuer shall procure that all Second Issuer Notes (i)
redeemed, (ii) being mutilated or defaced, surrendered and replaced
pursuant to CONDITION 13 or (iii) exchanged as provided in these presents
shall forthwith be cancelled by or on behalf of the Second Issuer and a
certificate stating:
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(i) the aggregate principal amount of Second Issuer Notes which have
been redeemed;
(ii) the serial numbers of Second Issuer Notes of each class so
redeemed;
(iii) the aggregate amount of interest paid (and the due dates of such
payments) on Second Issuer Notes of each class; and
(iv) the aggregate principal amounts of Second Issuer Notes of each
class which have been so exchanged and replaced and the serial
numbers of such Second Issuer Notes in definitive form,
shall be given to the Note Trustee by or on behalf of the Second Issuer
as soon as possible and in any event within four months after the date of
such redemption, purchase, cancellation, exchange or replacement, as the
case may be. The Note Trustee may accept without further investigation or
inquiry such certificate as conclusive evidence of such redemption,
purchase, exchange or replacement pro tanto of the Second Issuer Notes or
payment of interest thereon and of cancellation of the relative Second
Issuer Notes.
(B) The Second Issuer shall procure that the Registrar shall keep a full and
complete record of all Second Issuer Notes and of their redemption,
cancellation, payment or exchange (as the case may be) and of all
replacement Second Issuer Notes issued in substitution for lost, stolen,
mutilated, defaced or destroyed Second Issuer Notes. The Second Issuer
shall procure that the Registrar shall at all reasonable times make such
record available to the Second Issuer and the Note Trustee.
(C) All records and certificates maintained pursuant to this Clause shall
make a distinction between Definitive Second Issuer Notes and Global
Second Issuer Notes.
9. ENFORCEMENT
(A) The Note Trustee may at any time, at its discretion and without notice,
take such proceedings and/or other action as it may think fit against or
in relation to the Second Issuer or any other person as it may think fit
to enforce its obligations under these presents, the Second Issuer Notes
or any of the other Transaction Documents.
(B) Unless the contrary be proved to the satisfaction of the Note Trustee,
proof that as regards any specified Second Issuer Note the Second Issuer
has made default in paying any amount due in respect of such Second
Issuer Note shall be sufficient evidence that the same default has been
made as regards all other Second Issuer Notes in respect of which the
relevant amount is due and payable.
(C) References in CLAUSES 2(B)(II) and 2(B)(III) or the provisions of any
trust deed supplemental to this Deed corresponding to CLAUSES 2(B)(II)
and 2(B)(III) to "the rates aforesaid" shall, in the event of such Second
Issuer Notes having become due and repayable, with effect from the expiry
of the Interest Period during which such Second Issuer Notes become due
and repayable, be construed as references to rates of interest calculated
mutatis mutandis in accordance with the Conditions except that no notices
need be published in respect thereof.
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10. PROCEEDINGS, ACTIONS AND INDEMNIFICATION
(A) The Note Trustee shall not be bound to take any proceedings mentioned in
CLAUSE 9(A) or any other action in relation to these presents, the Second
Issuer Notes or any documents executed pursuant thereto or any of the
other Transaction Documents to which the Note Trustee is a party unless
(i) respectively directed or requested to do so by an Extraordinary
Resolution of the Class A Second Issuer Noteholders, the Class B Second
Issuer Noteholders or the Class C Second Issuer Noteholders, as the case
may be, or in writing by the holders of at least one-quarter in aggregate
Principal Amount Outstanding of the Class A Second Issuer Notes, the
Class B Second Issuer Notes or the Class C Second Issuer Notes, as the
case may be, and (ii) it shall be indemnified and/or secured to its
satisfaction against all liabilities, actions, proceedings, claims and
demands to which it may be or become liable and all costs, charges,
damages and expenses which may be incurred by it in connection therewith,
and the terms of such indemnity may include the provisions of a fighting
fund, non-recourse loan or other similar arrangement PROVIDED THAT:
(i) the Note Trustee shall not be obliged to act at the direction or
request of the Class B Second Issuer Noteholders as aforesaid
unless either the Note Trustee is of the sole opinion that to do
so would not be materially prejudicial to the interests of the
Class A Second Issuer Noteholders or such action is sanctioned by
an Extraordinary Resolution of the Class A Second Issuer
Noteholders; and
(ii) the Note Trustee shall not be obliged to act at the direction or
request of the Class C Second Issuer Noteholders as aforesaid
unless (x) either the Note Trustee is of the sole opinion that to
do so would not be materially prejudicial to the interests of the
Class A Second Issuer Noteholders or such action is sanctioned by
an Extraordinary Resolution of the Class A Second Issuer
Noteholders and (y) either the Note Trustee is of the sole opinion
that to do so would not be materially prejudicial to the interests
of the Class B Second Issuer Noteholders or such action is
sanctioned by an Extraordinary Resolution of the Class B Second
Issuer Noteholders;
(B) Save as provided below, only the Note Trustee may enforce the provisions
of these presents, the Conditions or the Second Issuer Notes. No
Noteholder shall be entitled to proceed directly against the Second
Issuer or any other party to any of the Transaction Documents unless the
Note Trustee having become bound as aforesaid to take proceedings fails
to do so within a reasonable period and such failure is continuing
provided that no Class C Second Issuer Noteholder and no Class B Second
Issuer Noteholder shall be entitled to take proceedings for the winding
up or administration of the Second Issuer for so long as there are any
Class A Second Issuer Notes outstanding and no Class C Second Issuer
Noteholder shall be entitled to take proceedings for the winding up or
administration of the Second Issuer for so long as there are any Class B
Second Issuer Notes outstanding. Consistent with Section 316 of the Trust
Indenture Act, each Noteholder shall have the right to institute
proceedings for the enforcement of payment of principal and interest on
the Second Issuer Notes held by it, on or after the maturity date of the
relevant Second Issuer Notes set out on the face of such Second Issuer
Notes.
11. DISCHARGE OF PAYMENT
Any payment to be made in respect of the Second Issuer Notes by the
Second Issuer or the Note Trustee may be made in accordance with the
Conditions and any payment so made shall
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be a good discharge of the relevant payment obligation of the Second
Issuer or, as the case may be, the Note Trustee.
12. PARTIAL PAYMENTS
Upon presentation and surrender to the Registrar of a Definitive Second
Issuer Note that is redeemed in part, the Registrar shall authenticate
for the holder a new Definitive Second Issuer Note equal in principal
amount to the principal amount of the unredeemed portion of the
Definitive Second Issuer Note surrendered. Upon presentation of a Global
Second Issuer Note that is redeemed in part, the Registrar shall make a
notation on Part I of the Schedule thereto to reduce the aggregate
principal amount of such Global Second Issuer Note to an amount equal to
the aggregate principal amount of the unredeemed portion of the Global
Second Issuer Note presented.
13. COVENANTS BY THE SECOND ISSUER
So long as any of the Second Issuer Notes remains outstanding (or, in the
case of PARAGRAPHS (H), (I), (J), (N) and (O), so long as any of the
Second Issuer Notes remains liable to prescription or, in the case of
PARAGRAPH (Q), until the expiry of a period of 30 days after the
"relevant date" (as defined in CONDITION 7) in respect of the payment of
principal in respect of all such Second Issuer Notes remaining
outstanding at such time) the Second Issuer covenants with the Note
Trustee that it shall:
(A) CONDUCT: at all times carry on and conduct its affairs in a proper
and efficient manner and in accordance with its constitutive
documents and all laws and regulations applicable to it;
(B) INFORMATION: give or procure to be given to the Note Trustee such
opinions, certificates, information and evidence as the Note
Trustee shall require and in such form as it shall require,
including without limitation the procurement by the Second Issuer
of all such certificates called for by the Note Trustee pursuant
to this Deed for the purpose of the discharge or exercise of the
duties, trusts, powers, authorities and discretions vested in it
under these presents or by operation of law;
(C) ACCOUNTS FOR STOCK EXCHANGE: cause to be prepared and certified by
the Auditors of the Second Issuer in respect of each Financial
Period, accounts in such form as will comply with all relevant
legal and accounting requirements and all requirements for the
time being of any stock exchange, competent listing authority
and/or quotation system on or by which the Second Issuer Notes are
listed, quoted and/or traded;
(D) BOOKS AND RECORDS: at all times keep proper books of account and
allow the Note Trustee and any person appointed by the Note
Trustee free access to such books of account at all reasonable
times during normal business hours;
(E) NOTEHOLDER INFORMATION: send to the Note Trustee (in addition to
any copies to which it may be entitled as a holder of any
securities of the Second Issuer) two copies in English of every
balance sheet, profit and loss account, report, circular and
notice of general meeting and every other document issued or sent
to its shareholders as a class together with any of the foregoing,
and every document issued or sent to holders of securities other
than its shareholders (including the Noteholders) as soon as
practicable after the issue or publication thereof;
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(F) NOTICE OF NOTE EVENT OF DEFAULT: give notice in writing to the
Note Trustee of the occurrence of any Note Event of Default or any
matter it concludes, acting reasonably, to be likely to give rise
to a Note Event of Default immediately upon becoming aware
thereof, including the status of any such default or matter and
what action the Second Issuer is taking or proposes to take with
respect thereto, and without waiting for the Note Trustee to take
any action;
(G) NOTICE OF DEFERRAL OF PAYMENTS: as soon as practicable after
becoming aware that any part of a payment of interest on the
Second Issuer Notes will be deferred or that a payment previously
deferred will be made in accordance with CONDITION 4, give notice
thereof to the Noteholders in accordance with CONDITION 14 and,
for so long as the Second Issuer Notes are listed on the official
list of the United Kingdom Listing Authority and admitted to
trading on the London Stock Exchange, in accordance with the
listing rules of the United Kingdom Listing Authority and the
rules of the London Stock Exchange;
(H) CERTIFICATES RELATING TO FINANCIAL INFORMATION: give to the Note
Trustee (a) within 14 days after demand by the Note Trustee
therefor and (b) (without the necessity for any such demand)
promptly after the publication of its audited accounts in respect
of each Financial Period commencing with the financial period
first ending after the date hereof and in any event not later than
120 days after the end of each such financial period a certificate
signed by two directors of the Second Issuer to the effect that as
at a date not more than seven days before delivering such
certificate (the "CERTIFICATION DATE") there did not exist and had
not existed since the certification date of the previous
certificate (or in the case of the first such certificate the date
hereof) any Note Event of Default (or if such exists or existed,
specifying the same) and that during the period from and including
the certification date of the last such certificate (or in the
case of the first such certificate the date hereof) to and
including the certification date of such certificate the Second
Issuer has complied, to the best of such directors' knowledge and
belief, with all its obligations contained in these presents and
each of the Transaction Documents to which it is a party or (if
such is not the case) specifying the respects in which it has not
so complied;
(I) FURTHER ASSURANCES: at all times execute and do all such further
documents, acts and things as may be necessary at any time or
times in the opinion of the Note Trustee to give effect to these
presents and the other Transaction Documents only in so far as
permitted by law;
(J) AGENT BANK, REFERENCE BANKS ETC.: at all times maintain an Agent
Bank, four Reference Banks, a Paying Agent, a Transfer Agent and a
Registrar in accordance with the Conditions;
(K) NOTIFICATION OF NON-PAYMENT: procure the Principal Paying Agent
(or any other relevant Paying Agent) to notify the Note Trustee
forthwith in the event that (i) the Principal Paying Agent (or
other relevant Paying Agent) does not, on or before the due date
for any payment in respect of any of the Second Issuer Notes,
receive unconditionally pursuant to the Second Issuer Paying Agent
and Agent Bank Agreement, as applicable, payment of the full
amount in the requisite currency of the monies payable on such due
date on all such Second Issuer Notes, or (ii) there are
insufficient funds in euro, US dollars, or sterling, as the case
may be, available to the
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Principal Paying Agent to discharge the amount of the monies
payable on such due date;
(L) NOTIFICATION OF LATE UNCONDITIONAL PAYMENT: in the event of any
unconditional payment to the Principal Paying Agent, any other
relevant Paying Agent, or the Note Trustee of any sum due in
respect of any of the Second Issuer Notes being made after the due
date for payment thereof forthwith give or procure to be given
notice to the relevant Noteholders in accordance with CONDITION 14
that such payment has been made;
(M) LISTING: use reasonable endeavours to maintain the listing of the
Second Issuer Notes on the official list of the United Kingdom
Listing Authority and to maintain the admission to trading of the
Second Issuer Notes on the London Stock Exchange or, if it is
unable to do so having used reasonable endeavours, use reasonable
endeavours to obtain and maintain a quotation, listing and
admission to trading of the Second Issuer Notes on or by such
other stock exchanges, competent listing authorities and/or
quotation systems as the Second Issuer may decide (with the prior
written approval of the Note Trustee) and shall also upon
obtaining a quotation, listing and admission to trading of such
Second Issuer Notes on or by such other stock exchanges, competent
listing authorities and/or quotation systems enter into a trust
deed supplemental to this Deed to effect such consequential
amendments to this Deed as the Note Trustee may require or as
shall be requisite to comply with the requirements of any such
stock exchange, competent listing authority and/or quotation
system;
(N) CHANGE OF AGENT BANK, REFERENCE BANKS, ETC.: give notice to the
Noteholders in accordance with CONDITION 14 of any appointment,
resignation or removal of any Agent Bank, Reference Banks, Paying
Agent, Transfer Agent or Registrar (other than the appointment of
the initial Agent Bank, Reference Banks, Paying Agents, Transfer
Agent and Registrar) after, except in the case of resignation,
having obtained the prior written approval of the Note Trustee
(such approval not to be unreasonably withheld or delayed) thereto
or any change of any Paying Agent's, Agent Bank's, Transfer
Agent's or Registrar's specified office and (except as provided by
the Second Issuer Paying Agent and Agent Bank Agreement or the
Conditions) at least 30 days prior to such event taking effect;
PROVIDED ALWAYS THAT so long as any of the Second Issuer Notes
remains outstanding in the case of the termination of the
appointment of the Agent Bank, Transfer Agent or the Registrar or
so long as any of the Second Issuer Notes remains liable to
prescription in the case of the termination of the appointment of
the Principal Paying Agent no such termination shall take effect
until a new Agent Bank, Transfer Agent, Registrar or Principal
Paying Agent, as the case may be, has been appointed on terms
previously approved in writing by the Note Trustee;
(O) PRE-APPROVAL OF NOTICES: obtain the prior written approval of the
Note Trustee to, and promptly give to the Note Trustee and the
Rating Agencies two copies of, the form of every notice given to
the Noteholders in accordance with CONDITION 14 (such approval,
unless so expressed, not to constitute an invitation or inducement
to engage in investment activities within the meaning of Section
21 of the Financial Services and Markets Act 2000);
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(P) AVAILABILITY OF MEETING MATERIALS: from time to time as required
or contemplated by this Deed or as reasonably requested by the
Note Trustee, make available through the Paying Agents, or
otherwise, such documents as may be required by the Noteholders in
connection with meetings of Noteholders;
(Q) COMPLIANCE WITH SECOND ISSUER PAYING AGENT AND AGENT BANK
AGREEMENT AND OTHER TRANSACTION DOCUMENTS: use its best endeavours
to procure that the Agent Bank, the Paying Agents, the Transfer
Agent and the Registrar comply with and perform all their
respective obligations under the Second Issuer Paying Agent and
Agent Bank Agreement and the other Transaction Documents and (in
the case of the Paying Agents, the Transfer Agent and the
Registrar) any notice given by the Note Trustee pursuant to CLAUSE
2(C)(I) and not make any amendment or modification to the Second
Issuer Paying Agent and Agent Bank Agreement or any other
Transaction Documents or agree to waive or authorise any breach
thereof without the prior written approval of the Note Trustee;
(R) EXERCISE OF REDEMPTION RIGHTS: in the event that Funding 1 elects
to prepay any Term Advance in whole or in part under CLAUSE 8 of
the Intercompany Loan Terms and Conditions, the Second Issuer
shall exercise its right to redeem the corresponding class or
classes of Second Issuer Notes in the same respective aggregate
principal amounts as such Term Advance on the same Interest
Payment Date under CONDITION 5(B);
(S) REDEMPTION REQUIREMENTS: not give notice of its election to redeem
all or any part of a class or classes of Second Issuer Notes
pursuant to CONDITION 5(D) or (E) unless it shall first have:
(i) given prior written notice to the Note Trustee of its
intention so to do in accordance with the Second Issuer
Paying Agent and Agent Bank Agreement;
(ii) delivered to the Note Trustee a certificate signed by two
directors of the Second Issuer certifying that the Second
Issuer will have the necessary funds on the Interest Payment
Date on which redemption is to occur (the "REDEMPTION DATE")
to discharge all amounts required under the Second Issuer
Deed of Charge to be paid in priority to such class or
classes of Second Issuer Notes on the redemption date, and
to redeem such class or classes of Second Issuer Notes in
whole or, as the case may be, in part; and that all such
funds will on such redemption date be subject to the
security constituted by the Second Issuer Deed of Charge and
not subject to the interest of any other person; and
(iii) provided evidence acceptable to the Note Trustee of the
matters certified by it in PARAGRAPH (ii) above,
provided always that the provisions of this subclause are
subject to and without prejudice to the provisions of CLAUSE
13(O);
(T) UNITED STATES REPORTING REQUIREMENTS: file with the Note Trustee
copies of the annual reports and of the information, documents,
and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations
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prescribe) which the Second Issuer is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act within 15
days after it files them with the SEC and comply with the other
provisions of Section 314(a) of the Trust Indenture Act;
(U) INTEREST IN SECOND ISSUER CHARGED PROPERTY: ensure that, save as
permitted in these presents, the Second Issuer Deed of Charge, the
Conditions and the other Transaction Documents, no person other
than the Second Issuer and the Security Trustee shall have any
equitable interest in the Second Issuer Charged Property;
(V) MAINTENANCE OF SECOND ISSUER CASH MANAGER: ensure that there is at
all times a cash manager appointed in accordance with the
provisions of the Second Issuer Cash Management Agreement;
(W) TAX DEDUCTION: take reasonable steps to ensure that it does not
engage in any course of conduct that would lead to a deduction,
for United Kingdom corporation tax purposes, in respect of accrued
interest or discount on the Second Issuer Notes by the Second
Issuer being denied, postponed or restricted (whether such denial,
postponement or restriction results from the application of
paragraph 2 or 13 of Schedule 9 of the Finance Act 1996 or
otherwise);
(X) UNITED KINGDOM AND UNITED STATES TAX STATUS: ensure that it is at
all times solely resident in the United Kingdom for United Kingdom
tax purposes and has no branch, business establishment or other
fixed establishment outside the United Kingdom; and furthermore,
ensure that it will not engage in any activities in the United
States (directly or through agents), will not derive any income
from United States sources as determined under United States
income tax principles, and will not hold any property if doing so
would cause it to be engaged or deemed to be engaged in a trade or
business within the United States as determined under United
States income tax principles;
(Y) PRE-ENFORCEMENT PAYMENTS: ensure that amounts standing to the
credit of the Second Issuer Transaction Account will be applied by
the Second Issuer in or towards satisfaction of such of the
obligations set out in the Second Issuer Cash Management Agreement
as may be, at any given time, then due and payable (in each case
only if and to the extent that payments or provisions of a higher
order of priority which are also due and payable or are likely to
fall due at that time or prior to the next succeeding Interest
Payment Date have been made or provided for in full);
(Z) AVAILABILITY OF INFORMATION: make available for inspection by
Noteholders at the specified office of the Registrar during normal
business hours on any Business Day copies of each balance sheet
and profit and loss account sent to the Note Trustee pursuant to
CLAUSE 13(E), this Deed, and the other Transaction Documents and
promptly provide the Registrar with the information specified in
CONDITION 5(C);
(AA) RATINGS: furnish, or procure that there is furnished, from time to
time, any and all documents, instruments, information and
undertakings that may be reasonably necessary in order to maintain
the current ratings of the Second Issuer Notes by the Rating
Agencies (save that when any such document, instrument,
information and/or undertaking is not within the possession or
control of the Second Issuer, the Second Issuer agrees only to use
its best efforts to furnish, or procure that there is furnished,
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from time to time any such documents, instruments, information and
undertakings as may be reasonably necessary in order to maintain
the current ratings of the Second Issuer Notes by the Rating
Agencies);
(BB) CALCULATIONS: do, or procure that there are done on its behalf,
all calculations required pursuant to the Conditions;
(CC) DTC, EUROCLEAR AND CLEARSTREAM, LUXEMBOURG: use its reasonable
endeavours to procure that DTC, Euroclear and/or Clearstream,
Luxembourg (as the case may be) issue(s) any certificate or other
document requested by the Note Trustee acting reasonably pursuant
to these presents as soon as practicable after such request;
(DD) INFORMATION REGARDING NOTEHOLDERS: furnish or cause to be
furnished to the Note Trustee on 30th June and 31st December of
each year, commencing 30th June, 2003 and at such other times as
the Note Trustee may request in writing, all information in the
possession or control of the Second Issuer, or of the Registrar as
to the names and addresses of the Noteholders, and requiring the
Note Trustee to preserve, in as current a form as is reasonably
practicable, all such information so furnished to it;
(EE) OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN: upon any application, demand or request by the
Second Issuer to the Note Trustee to take any action under any of
the provisions of this Deed (other than the issuance of Second
Issuer Notes) and upon request of the Note Trustee, furnish to the
Note Trustee an officers' certificate and opinion of counsel
complying with the provisions of Section 314 of the Trust
Indenture Act (an "OFFICERS' CERTIFICATE" and "OPINION OF
COUNSEL", respectively);
(FF) AUTHORISED SIGNATORIES: upon the execution of this Deed and
thereafter forthwith upon any change of the same, deliver to the
Note Trustee (with a copy to the Principal Paying Agent and the
Registrar) a list of the Authorised Signatories of the Second
Issuer, together with certified specimen signatures of the same;
and
(GG) NEW NOTES: procure that notice of any New Notes to be issued by
any New Issuer is given to the Noteholders in accordance with
CONDITION 14.
14. REMUNERATION AND INDEMNIFICATION OF THE NOTE TRUSTEE
(A) The Second Issuer shall pay to the Note Trustee remuneration for its
services as trustee as from the date of this Deed, such remuneration to
be at such rate and to be paid on such dates as may from time to time be
agreed in writing between the Second Issuer and the Note Trustee. The
rate of remuneration in force from time to time may upon the final
redemption of the whole of the Second Issuer Notes of any series be
reduced by such amount as shall be agreed in writing between the Second
Issuer and the Note Trustee, such reduced remuneration to be calculated
from such date as shall be agreed as aforesaid. Such remuneration shall
accrue from day to day and be payable (in priority to payments to the
Noteholders) up to and including the date when, all the Second Issuer
Notes having become due for redemption, the redemption monies and
interest thereon to the date of redemption have been paid to the
Principal Paying Agent or, as the case may be, the Note Trustee PROVIDED
THAT if upon due presentation of any Second Issuer Note or any cheque
payment of the monies due in respect thereof is improperly withheld or
refused, remuneration will commence again to accrue until payment to
Noteholders is made.
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(B) In the event of the occurrence of a Note Event of Default or the Note
Trustee in its absolute discretion considering it necessary, or being
requested by the Second Issuer to undertake duties which the Note Trustee
and the Second Issuer agree to be of an exceptional nature or otherwise
outside the scope of the normal duties of the Note Trustee under this
Deed, the Second Issuer shall pay to the Note Trustee such additional
remuneration as shall be agreed between them.
(C) The Second Issuer shall pay to the Note Trustee in addition an amount
equal to the amount of any value added tax or similar tax chargeable in
respect of its remuneration under this Deed against production of a valid
tax invoice.
(D) In the event of the Note Trustee and the Second Issuer failing to agree:
(i) (in a case to which SUB-CLAUSE (A) above applies) upon the amount
of the remuneration; or
(ii) (in a case to which SUB-CLAUSE (B) above applies) upon whether
such duties shall be of an exceptional nature or otherwise outside
the scope of the normal duties of the Note Trustee under this
Deed, or upon such additional remuneration,
such matters shall be determined by a merchant or investment bank (acting
as an expert and not as an arbitrator) selected by the Note Trustee and
approved by the Second Issuer or, failing such approval, nominated (on
the application of the Note Trustee) by the President for the time being
of The Law Society of England and Wales (the expenses involved in such
nomination and the fees of such merchant or investment bank being payable
by the Second Issuer) and the determination of any such merchant or
investment bank shall be final and binding upon the Note Trustee and the
Second Issuer.
(E) In addition to remuneration hereunder, the Second Issuer shall on written
request pay (on an indemnity basis) all other costs, charges and expenses
which the Note Trustee may properly incur in relation to the negotiation,
preparation and execution of, the exercise of its powers and the
performance of its duties under, and in any other manner in relation to,
this Deed and any other Transaction Document to which the Note Trustee is
a party, including but not limited to travelling and legal expenses
properly incurred and any stamp, issue, registration, documentary and
other similar taxes or duties paid or payable by the Note Trustee in
connection with any action taken or contemplated by or on behalf of the
Note Trustee for enforcing, or for any other purpose in relation to, this
Deed or any of the other Transaction Documents.
(F) All amounts payable pursuant to SUB-CLAUSE (E) above and/or CLAUSE 15(L)
shall be payable by the Second Issuer on the date specified in a written
demand by the Note Trustee and in the case of payments actually made by
the Note Trustee prior to such demand shall (if not paid within three
days after such demand and the Note Trustee so requires) carry interest
at the rate of three per cent. per annum above the mean base rate from
time to time of the Reference Banks from the date specified in such
demand, and in all other cases shall (if not paid on the date specified
in such demand or, if later, within three days after such demand and, in
either case, the Note Trustee so requires) carry interest at such rate
from the date specified in such demand. All remuneration payable to the
Note Trustee shall carry interest at such rate from the due date
therefor.
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(G) Unless otherwise specifically stated in any discharge of this Deed the
provisions of this Clause and CLAUSE 15(L) shall continue in full force
and effect notwithstanding such discharge.
(H) The Note Trustee shall be entitled in its absolute discretion to
determine in respect of which series of Second Issuer Notes any
liabilities incurred under this Deed have been incurred.
15. SUPPLEMENT TO TRUSTEE ACTS
Section 1 of the Trustee Act 2000 shall not apply to the duties of the
Trustee in relation to the trusts constituted by these presents. Where
there are any inconsistencies between the Trustee Acts and the provisions
of these presents, the provisions of these presents shall, to the extent
allowed by law, prevail and, in the case of any such inconsistency with
the Trustee Act 2000, the provisions of these presents shall constitute a
restriction or exclusion for the purposes of that Act.
The Note Trustee shall have all the powers conferred upon trustees by the
Trustee Act 1925 of England and Wales and by way of supplement thereto it
is expressly declared as follows (which provisions, except as expressly
provided in this CLAUSE 15, shall be in lieu of the provisions contained
in Section 315(a) of the Trust Indenture Act):
(A) EXPERT ADVICE OR OPINION: the Note Trustee may in relation to
these presents or the other Transaction Documents act on the
advice or opinion of or any information obtained from any lawyer,
valuer, accountant, surveyor, banker, broker, auctioneer or other
expert whether obtained by the Second Issuer, the Note Trustee,
the Principal Paying Agent, the Registrar or otherwise and shall
not be responsible for any liability occasioned by so acting in
good faith; any such advice, opinion or information may be sent or
obtained by letter, telex, telegram, facsimile transmission,
e-mail or cable and the Note Trustee shall not be liable for
acting on any advice, opinion or information purporting to be
conveyed by any such letter, telex, telegram, facsimile
transmission or cable although the same shall contain some error
or shall not be authentic;
(B) CERTIFICATE AS SUFFICIENT EVIDENCE: the Note Trustee may call for
and shall be at liberty to accept as sufficient evidence of any
fact or matter or the expediency of any transaction or thing a
certificate signed by any two directors of the Second Issuer and
the Note Trustee shall not be bound in any such case to call for
further evidence or be responsible for any liability that may be
occasioned by it or any other person acting on such certificate;
(C) CUSTODY OF DOCUMENTS: the Note Trustee shall be at liberty to hold
these presents and any other documents relating thereto or any
other Transaction Documents or to deposit them in any part of the
world with any banker or banking company or company whose business
includes undertaking the safe custody of documents or lawyer or
firm of lawyers considered by the Note Trustee to be of good
repute and the Note Trustee shall not be responsible for or
required to insure against any liability incurred in connection
with any such holding or deposit and may pay all sums required to
be paid on account of or in respect of any such deposit;
(D) APPLICATION OF PROCEEDS: the Note Trustee shall not be responsible
for the receipt or application of the proceeds of the issue of any
of the Second Issuer Notes by the
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Second Issuer, the exchange of any Global Second Issuer Note for
another Global Second Issuer Note or Definitive Second Issuer
Notes or the exchange of any Definitive Second Issuer Note for
another Definitive Second Issuer Note or the delivery of any
Global Second Issuer Note or Definitive Second Issuer Notes to the
person(s) entitled to it or them;
(E) ASSUMPTION OF NO DEFAULT: except to the extent required pursuant
to Section 315(b) of the Trust Indenture Act, the Note Trustee
shall not be bound to give notice to any person of the execution
of any documents comprised or referred to in these presents or to
take any steps to ascertain whether any Note Event of Default has
happened and, until it shall have actual written notice pursuant
to these presents to the contrary, the Note Trustee shall be
entitled to assume that no Note Event of Default has occurred and
that the Second Issuer is observing and performing all of its
obligations under these presents;
(F) ABSOLUTE DISCRETION: save as expressly otherwise provided in this
Deed, the Note Trustee shall have absolute and uncontrolled
discretion as to the exercise or non-exercise of its trusts,
powers, authorities and discretions under these presents (the
exercise or non-exercise of which as between the Note Trustee and
the Noteholders shall be conclusive and binding on the
Noteholders) and provided it shall not have acted fraudulently or
negligently or in breach of the terms of this Deed, shall not be
responsible for any liability which may result from their exercise
or non-exercise;
(G) RELIANCE ON EXTRAORDINARY RESOLUTION: the Note Trustee shall not
be liable to any person by reason of having acted upon any
Extraordinary Resolution in writing or any Extraordinary
Resolution or other resolution purporting to have been passed at
any meeting of the Noteholders of all or any class or classes in
respect whereof minutes have been made and signed even though
subsequent to its acting it may be found that there was some
defect in the constitution of the meeting or the passing of the
resolution or (in the case of an Extraordinary Resolution in
writing) that not all Noteholders had signed the Extraordinary
Resolution or that for any reason the resolution was not valid or
binding upon such Noteholders;
(H) RELIANCE ON NOTICE OF PREPAYMENT: without prejudice to the right
of the Note Trustee to require and/or accept any other evidence,
the Note Trustee may accept as conclusive evidence of the matters
certified therein a certificate signed by two directors of the
Second Issuer under CLAUSE 13(S)(ii). The Note Trustee shall have
no responsibility to the Noteholders or any other person for
guaranteeing or ensuring that the Second Issuer's liabilities in
respect of the Second Issuer Notes and any other amounts are in
fact discharged on the due date and shall have no liability to the
Noteholders or any other person for any failure by the Second
Issuer to discharge or pay such liabilities and other amounts;
(I) SECOND ISSUER CHARGED PROPERTY: the Note Trustee may accept
without enquiry, requisition or objection such title as the Second
Issuer may have to the Second Issuer Charged Property or any part
thereof from time to time and shall not be bound to investigate or
make any enquiry into the title of the Second Issuer to the Second
Issuer Charged Property or any part thereof from time to time
whether or not any default or failure is or was known to the Note
Trustee or might be, or might have been, discovered upon
examination, inquiry or investigation and whether or not capable
of remedy. Notwithstanding the generality of the foregoing, each
Noteholder
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shall be solely responsible for making its own independent
appraisal of and investigation into the financial condition,
creditworthiness, condition, affairs, status and nature of the
Second Issuer, and the Note Trustee shall not at any time have any
responsibility for the same and each Noteholder shall not rely on
the Note Trustee in respect thereof;
(J) RELIANCE ON CERTIFICATES OR CONFIRMATIONS: except in the event of
wilful default or manifest error, the Note Trustee shall be
entitled to rely without investigation or enquiry on a certificate
or confirmation of the Agent Bank, any Paying Agent, any Rating
Agency or any Reference Bank in respect of every matter and
circumstance for which a certificate or confirmation of the Agent
Bank, any Paying Agent, any Rating Agency or any Reference Bank is
expressly provided for under these presents, the Conditions or any
other Transaction Document and to call for and rely upon a
certificate or confirmation of the Agent Bank, any Paying Agent,
any Rating Agency or any Reference Bank or any other person as to
any other fact or matter prima facie within the knowledge of the
Agent Bank, any Paying Agent, any Rating Agency or any Reference
Bank or such other person, as sufficient evidence thereof and the
Note Trustee shall not be bound in any such case to call for
further evidence or be responsible for any loss, liability, costs,
damages, expenses or inconvenience that may be occasioned by its
failing so to do or the exercise or non-exercise by the Note
Trustee of any of its powers, duties and discretions hereunder;
(K) SECOND ISSUER NOTES NOT AUTHENTIC: the Note Trustee shall not be
liable to any person by reason of having accepted as valid or not
having rejected any Second Issuer Note purporting to be such and
subsequently found to be forged or not authentic;
(L) INDEMNITY: without prejudice to the right of indemnity by law
given to trustees, the Second Issuer shall indemnify the Note
Trustee (except where the Note Trustee is indemnified by the
Noteholders) and keep it or him indemnified against all
liabilities to which it or he may be or become subject or which
may be incurred by it or him in the proper execution or purported
proper execution of any of its or his trusts, powers, authorities
and discretions under these presents or any other Transaction
Document or its or his functions under any such appointment or in
respect of any other matter or thing done or omitted in any way
relating to these presents or any other Transaction Document or
any such appointment save to the extent that the same arises as a
result of wilful default, wilful misconduct, fraud or breach of
trust on the part of the Note Trustee. The Note Trustee shall keep
the Second Issuer informed of the progress of any claims against
the Note Trustee;
(M) CONSENT OR APPROVAL: any consent or approval given by the Note
Trustee for the purposes of these presents or the Second Issuer
Notes may be given on such terms and subject to such conditions
(if any) as the Note Trustee thinks fit (acting reasonably) and,
notwithstanding anything to the contrary in these presents or the
Second Issuer Notes, may be given retrospectively;
(N) NO DISCLOSURE OBLIGATION: unless and to the extent ordered so to
do by a court of competent jurisdiction, the Note Trustee shall
not be required to disclose to any Noteholder any information
(including, without limitation, information of a confidential,
financial or price sensitive nature) made available to the Note
Trustee by the Second Issuer or any other person in connection
with these presents or any
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other Transaction Document and no Noteholder shall be entitled to
take any action to obtain from the Note Trustee any such
information;
(O) CURRENCY CONVERSION: where it is necessary or desirable for any
purpose in connection with these presents to convert any sum from
one currency to another it shall be converted (unless otherwise
provided by these presents or required by law) at such rate or
rates, in accordance with such method and as at such date for the
determination of such rate of exchange, as may be agreed by the
Note Trustee in consultation with the Second Issuer and any rate,
method and date so agreed shall be binding on the Second Issuer
and the Noteholders;
(P) CERTIFICATE IN RESPECT OF MATERIAL PREJUDICE: the Note Trustee may
certify whether or not any of the conditions, events and acts set
out in CONDITION 9 (each of which conditions, events and acts
shall, unless the Note Trustee in its absolute discretion shall
otherwise determine, for all the purposes of these presents be
deemed to include the circumstances resulting therein and the
consequences resulting therefrom) is in its opinion materially
prejudicial to the interests of the Noteholders of the relevant
class or classes and any such certificate shall be conclusive and
binding upon the Second Issuer and the Noteholders;
(Q) DETERMINATION BY NOTE TRUSTEE: the Note Trustee as between itself
and the Noteholders may determine all questions and doubts arising
in relation to any of the provisions of this Deed. Every such
determination, whether or not relating in whole or in part to the
acts or proceedings of the Note Trustee, shall be conclusive and
shall bind the Note Trustee and the Noteholders;
(R) INTERESTS OF NOTEHOLDERS: in connection with the exercise by the
Note Trustee of any of its trusts, duties, rights, powers,
authorities and discretions under these presents and the other
Transaction Documents:
(i) where it is required to have regard to the interests of the
Noteholders of any class, it shall have regard to the
interests of such Noteholders as a class and, in particular
but without prejudice to the generality of the foregoing,
shall not have regard to, or be in any way liable for, the
consequences of any exercise thereof for individual
Noteholders resulting from their being for any purpose
domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory,
and the Note Trustee shall not be entitled to require, nor
shall any Noteholder be entitled to claim, from the Second
Issuer or any other person, any indemnification or payment
in respect of any tax consequence of any such exercise upon
individual Noteholders;
(ii) except where expressly provided otherwise, it shall have
regard to the interests of the Class A Second Issuer
Noteholders, the Class B Second Issuer Noteholders and the
Class C Second Issuer Noteholders equally PROVIDED THAT (a)
if in the opinion of the Note Trustee there is a conflict
between the interests of the Class A Second Issuer
Noteholders, on the one hand and the interests of the Class
B Second Issuer Noteholders and/or the Class C Second Issuer
Noteholders on the other hand, the Note Trustee shall have
regard only to the interests of the Class A Second Issuer
Noteholders and subject to (b), if in the opinion of the
Note Trustee there is a conflict between the interests of
the Class B Second Issuer Noteholders on
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one hand and the interests of the Class C Second Issuer
Noteholders on the other hand, the Note Trustee shall have
regard only to the interests of the Class B Second Issuer
Noteholders; but so that this proviso shall not apply in the
case of powers, authorities or discretions in relation to
which it is expressly stated that they may be exercised by
the Note Trustee only if in its opinion the interests of all
the Noteholders would not be materially prejudiced thereby;
and
(iii) it shall not have regard to, or be in any way liable for,
the consequences of any exercise thereof for any other
Second Issuer Secured Creditor or any other person,
the Note Trustee shall be entitled to assume, for the purposes of
exercising any power, right, trust, authority, duty or discretion
under or in relation to the Second Issuer Notes, these presents or
any of the other Transaction Documents, that such exercise will
not be materially prejudicial to the interests of the Class A
Second Issuer Noteholders if each of the Rating Agencies has
confirmed that the then current rating by it of the Class A Second
Issuer Notes would not be adversely affected by such exercise,
that such exercise will not be materially prejudicial to the
interests of the Class B Second Issuer Noteholders if each of the
Rating Agencies has confirmed that the then current rating by it
of the Class B Second Issuer Notes would not be adversely affected
by such exercise and that such exercise will not be materially
prejudicial to the interests of the Class C Second Issuer
Noteholders if each of the Rating Agencies has confirmed that the
then current rating by it of the Class C Second Issuer Notes will
not be adversely affected by such exercise;
(S) CERTIFICATE OF PRINCIPAL AMOUNT OUTSTANDING: the Note Trustee may
call for any certificate or other document to be issued by DTC,
Euroclear or Clearstream, Luxembourg as to the Principal Amount
Outstanding of Second Issuer Notes represented by a Global Second
Issuer Note standing to the account of any person. Any such
certificate or other document shall (in the absence of manifest
error) be conclusive and binding for all purposes. The Note
Trustee shall not be liable to any person by reason of having
accepted as valid or not having rejected any certificate or other
document to such effect purporting to be issued by DTC, Euroclear
or Clearstream, Luxembourg and subsequently found to be forged or
not authentic;
(T) PROFESSIONAL CHARGES: any trustee of these presents being a
lawyer, accountant, broker or other person engaged in any
profession or business shall be entitled to charge and be paid all
usual professional and other charges for business transacted and
acts done by him or his firm in connection with the trusts of
these presents and also his reasonable charges in addition to
disbursements for all other work and business done and all time
spent by him or his firm in connection with matters arising in
connection with these presents;
(U) POWER OF ATTORNEY: the Note Trustee may whenever it thinks fit
(acting reasonably) delegate by power of attorney or otherwise to
any person or persons or fluctuating body of persons (whether
being a joint trustee of these presents or not) all or any of its
trusts, powers, authorities and discretions under these presents.
Such delegation may be made upon such terms (including power to
sub-delegate) and subject to such conditions and regulations as
the Note Trustee may in the interests of the Noteholders think
fit. The Note Trustee shall not be under any obligation to
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supervise the proceedings or acts of any such delegate or
sub-delegate or be in any way responsible for any liability
incurred by reason of any misconduct or default on the part of any
such delegate or sub-delegate (except where such delegate or
sub-delegate is an affiliate, associate or otherwise connected
with the Note Trustee). The Note Trustee shall within a reasonable
time after any such delegation or any renewal, extension or
termination thereof give notice thereof to the Second Issuer;
(V) DELEGATION: the Note Trustee may in the conduct of the trusts of
these presents instead of acting personally employ and pay an
agent (whether being a lawyer or other professional person) to
transact or conduct, or concur in transacting or conducting, any
business and to do, or concur in doing, all acts required to be
done in connection with these presents. The Note Trustee shall not
be in any way responsible for any liability incurred by reason of
any misconduct or default on the part of any such agent or be
bound to supervise the proceedings or acts of any such agent;
(W) RATINGS: the Note Trustee shall have no responsibility for the
maintenance of any rating of any of the Second Issuer Notes by the
Rating Agencies or any other person;
(X) NO REQUIREMENT TO PERFORM ILLEGAL ACTS, ETC.: no provision of
these presents shall require the Note Trustee to do anything which
may be illegal or contrary to applicable law or regulation or
expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties, or in the
exercise of any of its rights or powers or otherwise in connection
with these presents, any other Transaction Document or the Second
Issuer Notes (including, without limitation, forming any opinion
or employing any legal, financial or other adviser), if it shall
believe that repayment of such funds or adequate indemnity against
such risk or liability is not assured to it;
(Y) REPORTS BY NOTE TRUSTEE TO NOTEHOLDERS: if required by Section
313(a) of the Trust Indenture Act, within 60 days after 31st
December of any year, commencing 31st December 2003, the Note
Trustee shall deliver to each Noteholder a brief report dated as
of such 31st December that complies with Section 313(a) of the
Trust Indenture Act. The Note Trustee also shall comply with
Section 313(b), (c) and (d) of the Trust Indenture Act. Reports
delivered pursuant to this CLAUSE 15 (Z) shall be sent as provided
in CLAUSE 24;
(Z) PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE SECOND ISSUER: the
Note Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship listed in
Section 311(b) of the Trust Indenture Act. A Note Trustee who has
resigned or been removed shall be subject to Section 311(a) of the
Trust Indenture Act to the extent indicated therein. The
provisions of Section 311 of the Trust Indenture Act shall apply
to the Second Issuer as the obligor of the Second Issuer Notes;
(AA) RESPONSIBILITY FOR REPORTS ETC: the Note Trustee has no
responsibility to verify or monitor the contents of, or (if
applicable) to check any calculations contained in, any reports,
information, documents, Officers' Certificate and Opinions of
Counsel delivered to the Note Trustee in accordance with CLAUSE
13(T), (EE) or (FF) or CLAUSE 27, and is under no obligation to
inform Noteholders of the contents of any such reports,
information, documents, Officers' Certificate and Opinions of
Counsel,
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other than allowing Noteholders upon reasonable notice, to inspect
such reports, information, documents, Officers' Certificate and
Opinions of Counsel;
(BB) AUDITORS REPORTS AND CERTIFICATES: any certificate or report of
the Auditors called for by or provided to the Note Trustee in
accordance with or for the purposes of these presents may be
relied on upon by the Note Trustee without further investigation
or enquiry as sufficient evidence of the facts stated therein
notwithstanding that such certificate or report and/or any
engagement letter or other document entered into by the Note
Trustee in connection therewith contains a monetary or other limit
on the liability of the Auditors in respect thereof; and
(CC) LIMITATION OF LIABILITY: subject to CLAUSE 16 and save as required
for the purposes of the Trust Indenture Act, the Note Trustee
shall not be responsible for the genuineness, validity,
effectiveness or suitability of any of the Transaction Documents
or any other documents entered into in connection therewith or any
other document or any obligation or rights created or purported to
be created thereby or pursuant thereto or any security or the
priority thereof constituted or purported to be constituted
thereby or pursuant thereto, nor shall it be responsible or liable
to any person because of any invalidity of any provision of such
documents or the unenforceability thereof, whether arising from
statute, law or decisions of any court and (without prejudice to
the generality of the foregoing) the Note Trustee shall not have
any responsibility for or have any duty to make any investigation
in respect of or in any way be liable whatsoever for:
(i) the nature, status, creditworthiness or solvency of the
Second Issuer or Funding 1 or any other person or entity
who has at any time provided any security or support
whether by way of guarantee, charge or otherwise in
respect of any advance made to the Second Issuer;
(ii) the execution, delivery, legality, validity, adequacy,
admissibility in evidence or enforceability of any
Transaction Document or any other document entered into in
connection therewith;
(iii) the title, ownership, value, sufficiency, enforceability or
existence of any Second Issuer Charged Property or any
security (howsoever described) relating thereto;
(iv) the registration, filing, protection or perfection of any
security (howsoever described) relating to the Second
Issuer Charged Property or the priority of the security
(howsoever described) thereby created whether in respect
of any initial advance or any subsequent advance or any
other sums or liabilities;
(v) the scope or accuracy of any representations, warranties or
statements made by or on behalf of the Second Issuer or
Funding 1 or any other person or entity who has at any time
provided the same in any Transaction Document or in any
document entered into in connection therewith;
(vi) the performance or observance by the Second Issuer or
Funding 1 or any other person of any provisions of any
Transaction Document or any document entered into in
connection therewith or the fulfilment or satisfaction of
any conditions contained therein or relating thereto or as
to
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the existence or occurrence at any time of any default,
event of default or similar event howsoever described
contained therein or any waiver or consent which has at any
time been granted in relation to any of the foregoing;
(vii) the existence, accuracy or sufficiency of any legal or
other opinions, searches, reports, certificates,
valuations or investigations delivered or obtained or
required to be delivered or obtained at any time in
connection with any Second Issuer Charged Property or
Transaction Document;
(viii) the title of the Second Issuer to any Second Issuer Charged
Property;
(ix) the suitability, adequacy or sufficiency of any applicable
criteria for any advances under the Second Issuer
Intercompany Loan Agreement or the legality or
recoverability or enforceability thereof or the priority of
any security (howsoever described) in relation thereto;
(x) the failure by the Second Issuer to obtain or comply with
any licence, consent or other authority in connection with
the Second Issuer Charged Property or the Transaction
Documents or the making of any advances in connection
therewith or the failure to effect or procure registration
of or to give notice to any person in relation to or
otherwise protect the security (howsoever described)
created or purported to be created by or pursuant to any
of the Second Issuer Charged Property or the Transaction
Documents or other documents entered into in connection
therewith;
(xi) the failure to call for delivery of documents of title to
or require any transfers, legal mortgages, charges or other
further assurances in relation to any of the assets that
are the subject matter of any of the Transaction Documents
or any other document;
(xii) any assets comprised in the security (howsoever described)
created by the Second Issuer Deed of Charge, or any deeds
or documents of title thereto, being uninsured or
inadequately insured or being held by or to the order of
other parties to the Transaction Documents, clearing
organisations or their operators or by intermediaries such
as banks, brokers, depositories, warehousemen or other
similar persons whether or not on behalf of the Note
Trustee;
(xiii) any accounts, books, records or files maintained by the
Second Issuer or any other person in respect of any of the
Second Issuer Charged Property or Transaction Documents; or
(xiv) any other matter or thing relating to or in any way
connected with any Second Issuer Charged Property or
Transaction Document or any document entered into in
connection therewith whether or not similar to the
foregoing.
16. NOTE TRUSTEE'S LIABILITY
None of the provisions of these presents shall, in any case in which the
Note Trustee has failed to show the degree of care and diligence required
of it as trustee of these presents,
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having regard to the provisions of these presents and any of the other
Transaction Documents to which the Note Trustee is a party conferring on
the Note Trustee any powers, authorities or discretions, relieve or
indemnify the Note Trustee against any liabilities which by virtue of any
rule of law would otherwise attach to it in respect of any wilful
default, wilful misconduct, breach of duty, negligence or breach of trust
of which it may be guilty in relation to its duties under these presents.
17. NOTE TRUSTEE CONTRACTING WITH THE SECOND ISSUER
Neither the Note Trustee nor any director or officer or holding company
or associated company of a corporation acting as a trustee under these
presents shall by reason of its or his fiduciary position be in any way
precluded from:
(i) entering into or being interested in any contract or financial or
other transaction or arrangement with the Second Issuer or any
other party to the Transaction Documents or any person or body
corporate associated with the Second Issuer or any other party to
the Transaction Documents (including without limitation any
contract, transaction or arrangement of a banking or insurance
nature or any contract, transaction or arrangement in relation to
the making of loans or the provision of financial facilities or
financial advice to, or the purchase, placing or underwriting of
or the subscribing or procuring subscriptions for or otherwise
acquiring, holding or dealing with, or acting as paying agent in
respect of, the Second Issuer Notes or any other notes, bonds,
stocks, shares, debenture stock, debentures or other securities
of, the Second Issuer or any other party to the Transaction
Documents or any person or body corporate associated as
aforesaid); or
(ii) accepting or holding the trusteeship of any other trust deed
constituting or securing any other notes issued by or relating to
the Second Issuer or any other party to the Transaction Documents
or any such person or body corporate so associated or any other
office of profit under the Second Issuer or any other party to the
Transaction Documents or any such person or body corporate so
associated,
and shall be entitled to exercise and enforce its rights, comply with its
obligations and perform its duties under or in relation to any such
contract, transaction or arrangement as is referred to in (i) above or,
as the case may be, any such trusteeship or office of profit as is
referred to in (ii) above without regard to the interests of the
Noteholders and notwithstanding that the same may be contrary or
prejudicial to the interests of the Noteholders and shall not be
responsible for any liability occasioned to the Noteholders thereby and
shall be entitled to retain and shall not be in any way liable to account
for any profit made or share of brokerage or commission or remuneration
or other amount or benefit received thereby or in connection therewith.
Where any holding company, subsidiary or associated company of the Note
Trustee or any director or officer of the Note Trustee acting other than
in such capacity as director or officer has any information, the Note
Trustee shall not thereby be deemed also to have knowledge of such
information and, unless it shall have express notice pursuant to this
Deed of such information, shall not be responsible for any loss suffered
by Noteholders resulting from the Note Trustee's failing to take such
information into account in acting or refraining from acting under or in
relation to these presents.
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18. WAIVER, AUTHORISATION AND DETERMINATION
(A) The Note Trustee may, without the consent or sanction of the Noteholders
and without prejudice to its rights in respect of any subsequent breach,
from time to time and at any time but only if and in so far as in its
opinion the interests of the Noteholders of each class of Second Issuer
Notes shall not be materially prejudiced thereby waive or authorise any
breach or proposed breach by the Second Issuer or any other party thereto
of any of the covenants or provisions contained in these presents or any
of the other Transaction Documents or determine that any Note Event of
Default shall not be treated as such for the purposes of these presents
PROVIDED ALWAYS THAT the Note Trustee shall not exercise any powers
conferred on it by this Clause in contravention of any express direction
given by Extraordinary Resolution of any class of Second Issuer Notes or
by a request under CONDITION 9 or 10 but so that no such direction or
request shall affect any waiver, authorisation or determination
previously given or made. Any such waiver, authorisation or determination
may be given or made on such terms and subject to such conditions (if
any) as the Note Trustee may determine, shall be binding on the
Noteholders and, if, but only if, the Note Trustee shall so require,
shall be notified by the Second Issuer to the Noteholders in accordance
with CONDITION 14 as soon as practicable thereafter. The provisions of
this CLAUSE 18(A) shall be in lieu of section 316(a)(1)(B) of the Trust
Indenture Act and section 316(a)(1)(B) of the Trust Indenture Act is
hereby expressly excluded from this Deed and the Second Issuer Notes, as
permitted by the Trust Indenture Act.
(B) MODIFICATION
(i) The Note Trustee may without the consent or sanction of the Noteholders
at any time and from time to time concur with the Second Issuer in making
any modification (except a Basic Terms Modification (as defined in
PARAGRAPH 5 of SCHEDULE 4 hereto)) (i) to these presents or any of the
other Transaction Documents which in the opinion of the Note Trustee it
may be proper to make PROVIDED THAT the Note Trustee is of the opinion
that such modification will not be materially prejudicial to the
interests of the Noteholders of each class of Second Issuer Notes or (ii)
to these presents or any of the other Transaction Documents if in the
opinion of the Note Trustee such modification is of a formal, minor or
technical nature or is necessary to correct a manifest error. Any such
modification may be made on such terms and subject to such conditions (if
any) as the Note Trustee may determine, shall be binding upon the
Noteholders and, unless the Note Trustee agrees otherwise, shall be
notified by the Second Issuer to the Noteholders and the Rating Agencies
in accordance with CONDITION 14 as soon as practicable thereafter.
(ii) So long as any of the Second Issuer Notes are rated by the Rating
Agencies, the Second Issuer shall notify the Rating Agencies in writing
as soon as reasonably practicable thereafter of any modification to the
provisions of these presents, the Second Issuer Notes or any of the other
Transaction Documents. The Note Trustee may also agree, without the
consent of the Noteholders, to a change of the laws governing the Second
Issuer Notes and/or the Transaction Documents (and to any consequential
amendments deriving therefrom) PROVIDED THAT such change and
consequential amendments would not, in the opinion of the Note Trustee,
be materially prejudicial to the interests of the Noteholders.
(C) BREACH
Any breach of or failure to comply with any such terms and conditions as are
referred to in SUBCLAUSES (A) and (B) of this Clause shall constitute a
default by the Second Issuer in the
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performance or observance of a covenant or provision binding on it under
or pursuant to these presents.
19. ENTITLEMENT TO TREAT NOTEHOLDER AS ABSOLUTE OWNER
The Second Issuer, the Note Trustee, the Paying Agents, the Transfer
Agent and the Registrar may (to the fullest extent permitted by
applicable laws) deem and treat the registered holder of any Second
Issuer Note or of a particular principal amount of the Second Issuer
Notes as the absolute owner of such Second Issuer Note or principal
amount, as the case may be, for all purposes (whether or not such Second
Issuer Note or principal amount shall be overdue and notwithstanding any
notice of ownership thereof or of trust or other interest with regard
thereto, any notice of loss or theft thereof or any writing thereon), and
the Second Issuer, the Note Trustee, the Paying Agents, the Transfer
Agent and the Registrar shall not be affected by any notice to the
contrary. All payments made to any such registered holder of a Definitive
Second Issuer Note or Global Second Issuer Note shall be valid and, to
the extent of the sums so paid, effective to satisfy and discharge the
liability for the monies payable in respect of such Second Issuer Note or
principal amount, as the case may be.
20. CURRENCY INDEMNITY
The Second Issuer shall indemnify the Note Trustee, every appointee of
the Note Trustee and the Noteholders and keep them indemnified against:
(a) any liability incurred by any of them arising from the non-payment
by the Second Issuer of any amount due to the Note Trustee or the
Noteholders under these presents by reason of any variation in the
rates of exchange between those used for the purposes of
calculating the amount due under a judgment or order in respect
thereof and those prevailing at the date of actual payment by the
Second Issuer; and
(b) any deficiency arising or resulting from any variation in rates of
exchange between (i) the date as of which the local currency
equivalent of the amounts due or contingently due under these
presents (other than this Clause) is calculated for the purposes
of any bankruptcy, insolvency or liquidation of the Second Issuer
and (ii) the final date for ascertaining the amount of claims in
such bankruptcy, insolvency or liquidation. The amount of such
deficiency shall be deemed not to be reduced by any variation in
rates of exchange occurring between the said final date and the
date of any distribution of assets in connection with any such
bankruptcy, insolvency or liquidation.
The above indemnity (and the indemnities given by the Second Issuer in
CLAUSE 14(E) and CLAUSE 15(L)) shall constitute obligations of the Second
Issuer separate and independent from its obligations under the other
provisions of these presents and the Second Issuer Notes and shall apply
irrespective of any indulgence granted by the Note Trustee or the
Noteholders from time to time and shall continue in full force and effect
notwithstanding the judgment or filing of any proof or proofs in any
bankruptcy, insolvency or liquidation of the Second Issuer for a
liquidated sum or sums in respect of amounts due under these presents
(other than this Clause). Any such deficiency as aforesaid shall be
deemed to constitute a loss suffered by the Noteholders and no proof or
evidence of any actual loss shall be required by the Second Issuer or its
liquidator or liquidators.
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21. ELIGIBILITY AND DISQUALIFICATION; NEW NOTE TRUSTEE
(A) ELIGIBILITY AND DISQUALIFICATION
This Deed shall always have a Note Trustee which shall be eligible to act
as Note Trustee under Sections 310(a)(1) and 310(a)(2) of the Trust
Indenture Act. The Note Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual
report of condition. If the Note Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Note Trustee and the Second Issuer shall comply with
the provisions of Section 310(b) of the Trust Indenture Act; provided,
however, that there shall be excluded from the operation of Section
310(b)(1) of the Trust Indenture Act any deed or deeds under which other
securities or certificates of interest or participation in other
securities of the Second Issuer are outstanding if the requirements for
such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act
are met. If at any time the Note Trustee shall cease to be eligible in
accordance with the provisions of this CLAUSE 21(A), the Note Trustee
shall resign promptly in the manner and with the effect specified in
CLAUSE 22.
(B) NEW NOTE TRUSTEE
(a) Subject to PARAGRAPH (B) below the power to appoint a new trustee of
these presents shall be vested in the Second Issuer but no person shall
be appointed who shall not previously have been approved by an
Extraordinary Resolution of the Class A Second Issuer Noteholders, the
Class B Second Issuer Noteholders and the Class C Second Issuer
Noteholders. One or more persons may hold office as trustee or trustees
of these presents but such trustee or trustees shall be or include a
Trust Corporation. Whenever there shall be more than two trustees of
these presents the majority of such trustees shall be competent to
execute and exercise all the duties, powers, trusts, authorities and
discretions vested in the Note Trustee by these presents provided that a
Trust Corporation shall be included in such majority. Any appointment of
a new trustee of these presents shall as soon as practicable thereafter
be notified by the Second Issuer to the Principal Paying Agent, the
Transfer Agent, the Registrar, the Noteholders and the Rating Agencies.
(b) Any new trustee must (i) meet the requirements of Section 26(a)(1) of the
US Investment Company Act of 1940; (ii) not be an affiliate (as defined
in Rule 405 of the US Securities Act of 1933, as amended) of the Second
Issuer or of any person involved in the organisation or operation of the
Second Issuer; (iii) not offer or provide credit or credit enhancement to
the Second Issuer; and (iv) execute an agreement or instrument concerning
the Second Issuer Notes containing provisions to the effect set forth in
Section 26(a)(3) of the US Investment Company Act of 1940.
(C) SEPARATE AND CO-TRUSTEES
Notwithstanding the provisions of SUB-CLAUSE (B) above, the Note Trustee
may, upon giving prior notice to the Second Issuer (but without requiring
the consent of the Second Issuer or the Noteholders), appoint any person
established or resident in any jurisdiction (whether a Trust Corporation
or not) to act either as a separate trustee or as a co-trustee jointly
with the Note Trustee:
(i) if the Note Trustee considers such appointment to be in the
interests of the Noteholders;
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(ii) for the purposes of conforming to any legal requirements,
restrictions or conditions in any jurisdiction in which any
particular act or acts is or are to be performed; or
(iii) for the purposes of obtaining a judgment in any jurisdiction or
the enforcement in any jurisdiction of either a judgment already
obtained or any of the provisions of these presents or any of the
other Transaction Documents against the Second Issuer or any other
party thereto.
The Second Issuer irrevocably appoints the Note Trustee to be its
attorney in its name and on its behalf to execute any such instrument of
appointment. Such a person shall (subject always to the provisions of
these presents) have such trusts, powers, authorities and discretions
(not exceeding those conferred on the Note Trustee by these presents) and
such duties and obligations as shall be conferred or imposed by the
instrument of appointment. The Note Trustee shall have power in like
manner to remove any such person. Such reasonable remuneration as the
Note Trustee may pay to any such person, together with any attributable
costs, charges and expenses incurred by it in performing its function as
such separate trustee or co-trustee, shall for the purposes of this Deed
be treated as costs, charges and expenses incurred by the Note Trustee.
22. NOTE TRUSTEE'S RETIREMENT AND REMOVAL
A trustee of this Deed may retire at any time on giving not less than
three months' prior written notice to the Second Issuer without giving
any reason and without being responsible for any costs incurred by reason
of such retirement. The Noteholders may by Extraordinary Resolution of
each class of Noteholders remove any trustee or trustees for the time
being of these presents. The Second Issuer undertakes that in the event
of the only trustee of these presents which is a Trust Corporation giving
notice under this Clause or being removed by Extraordinary Resolution of
each class of Noteholders it will use its best endeavours to procure that
a new trustee of these presents being a Trust Corporation is appointed as
soon as reasonably practicable thereafter. The retirement or removal of
any such trustee shall not become effective until a successor trustee
being a Trust Corporation is appointed. If a successor trustee being a
trust corporation has not been appointed within two months after the date
of the notice of retirement of the Note Trustee, then the retiring Note
Trustee may appoint its own successor trustee being a trust corporation.
23. NOTE TRUSTEE'S POWERS TO BE ADDITIONAL
The powers conferred upon the Note Trustee by these presents shall be in
addition to any powers which may from time to time be vested in the Note
Trustee by the general law or as a holder of any of the Second Issuer
Notes.
24. NOTICES
(A) Any notice or demand to the Second Issuer or the Note Trustee to be
given, made or served for any purposes under these presents shall be in
writing and shall be given, made or served by sending the same by
pre-paid post (first class if inland, first class airmail if overseas) or
facsimile transmission or by delivering it by hand to:
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(i) SECOND ISSUER:
Permanent Financing (No. 2) PLC
Blackwell House
Guildhall Yard
London EC2V 5AE
For the attention of: the Directors
Facsimile: +44 (0) 20 7556 0975
With a copy to:
HBOS Treasury Services plc
33 Old Broad Street
London EC2N 1HZ
For the attention of: Head of Capital Markets and Securitisation
Facsimile: +44 (0) 20 7574 8784
(ii) NOTE TRUSTEE:
U.S. Bank National Association
1 Federal Street
3rd Floor
Boston
Massachusetts 02110
For the attention of: Corporate Trust Services
Facsimile: + 1 (617) 603 6638
or to such other address or facsimile number as shall have been notified
(in accordance with this Clause) to the other party hereto and any notice
or demand sent by post as aforesaid shall be deemed to have been given,
made or served three days in the case of inland post or seven days in the
case of overseas post after despatch and any notice or demand sent by
facsimile transmission as aforesaid shall be deemed to have been given,
made or served on report of successful transmission.
(B) COMMUNICATIONS BY NOTEHOLDERS WITH OTHER NOTEHOLDERS
Noteholders may communicate pursuant to Trust Indenture Act Section
312(b) with other Noteholders with respect to their rights under this
Deed or the Second Issuer Notes. The Second Issuer, the Note Trustee, the
Principal Paying Agent, the Registrar and anyone else shall have the
protection of Trust Indenture Act Section 312(c).
(C) NOTICES TO NOTEHOLDERS
Any notice or communication mailed to Noteholders hereunder shall be
transmitted by mail:
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(i) to all Noteholders of Definitive Second Issuer Notes, as the names
and addresses of such Noteholders appear upon the Register; and
(ii) to such other Noteholders as have, within the two years preceding
such transmission, filed their names and addresses with the Note
Trustee for that purpose.
25. RIGHTS OF THIRD PARTIES
A person who is not a party to this Deed has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Deed, but
this does not affect any right or remedy of a third party which exists or
is available apart from that Act.
26. TRUST INDENTURE ACT PREVAILS
If any provision of this Deed limits, qualifies or conflicts with another
provision which is required to be included in this Deed by, and is not
subject to a contractual waiver under, the Trust Indenture Act, the
required provision of the Trust Indenture Act shall prevail.
27. CERTIFICATES AND OPINIONS
(A) CERTIFICATE AND OPINIONS AS TO CONDITIONS PRECEDENT
Upon any request or application by the Second Issuer to the Note Trustee
to take any action under this Deed, the Second Issuer shall furnish to
the Note Trustee:
(i) an Officers' Certificate (which shall include the statements set
forth in CLAUSE 27(B) below) stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this
Deed or required by the Note Trustee pursuant to the terms of this
Deed relating to the proposed action have been complied with; and
(ii) an Opinion of Counsel (which shall include the statements set
forth in CLAUSE 27(B) below) stating that, in the opinion of such
counsel, all such conditions precedent, if any, provided for in
this Deed or required by the Note Trustee pursuant to the terms of
this Deed relating to the proposed action have been complied with.
(B) STATEMENTS REQUIRED IN CERTIFICATE AND OPINION
Each certificate and opinion with respect to compliance with a condition
or covenant provided for in this Deed shall include:
(i) a statement that the person making such certificate or opinion has
read such covenant or condition and the definitions relating
thereto;
(ii) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in
such certificate or opinion are based;
(iii) a statement that, in the opinion of such person, it or he has made
such examination or investigation as is necessary to enable such
person to express an informed opinion as to whether or not such
covenant or condition has been complied with; and
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(iv) a statement as to whether or not, in the opinion of such person,
such covenant or condition has been complied with.
28. GOVERNING LAW
These presents and the Second Issuer Notes are governed by, and shall be
construed in accordance with, English law.
29. COUNTERPARTS
This Deed and any trust deed supplemental hereto may be executed and
delivered in any number of counterparts, all of which, taken together,
shall constitute one and the same deed and any party to this Deed or any
trust deed supplemental hereto may enter into the same by executing and
delivering a counterpart.
30. SUBMISSION TO JURISDICTION
Each party to this Deed hereby irrevocably submits to the non-exclusive
jurisdiction of the English courts in any action or proceeding arising
out of or relating to this Deed and hereby irrevocably agrees that all
claims in respect of such action or proceeding may be heard and
determined by such courts. Each party to this Deed hereby irrevocably
waives, to the fullest extent it may possibly do so, any defence or claim
that the English courts are inconvenient forum for the maintenance or
hearing of such action or proceeding.
IN WITNESS WHEREOF this Deed has been executed as a deed by the Second Issuer
and the Note Trustee and delivered on the date first stated on page 1.
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THE SECOND ISSUER
EXECUTED and DELIVERED as a DEED by )
PERMANENT FINANCING (NO. 2) PLC )
acting by two directors/a )
director and the secretary )
Director
Director/Secretary
THE NOTE TRUSTEE
EXECUTED and DELIVERED as a DEED by )
U.S. BANK NATIONAL ASSOCIATION
acting by its authorised signatory )
Authorised Signatory:
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SCHEDULE 1
FORMS OF GLOBAL SECOND ISSUER NOTES
PART A
(1)
SERIES 1 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 1
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 1 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$500,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [MARCH 2004]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
US$[1,000,000,000])
This Series 1 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to five hundred million US dollars
(US$500,000,000) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding US$500,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
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1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof five hundred
million US dollars (US$500,000,000)) on the Interest Payment Date falling
in [March 2004] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Second Issuer
Trust Deed) and to pay interest monthly or quarterly, as the case may be,
in arrear on each Interest Payment Date on the principal amount from time
to time of this Global Second Issuer Note at the rates determined in
accordance with the Conditions together with such other amounts (if any)
as may be payable, all subject to and in accordance with the Conditions
and the provisions of the Second Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased
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and cancelled shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part II of the Schedule hereto, whereupon
the principal amount hereof shall be increased or, as the case may be,
reduced for all purposes by the amount so exchanged or so purchased and
cancelled and endorsed. Upon the exchange of the whole of this Global
Second Issuer Note for Definitive Second Issuer Notes, this Global Second
Issuer Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Second Issuer Note requests,
returned to it together with any relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
___________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
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44
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PART A
(2)
SERIES 1 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 2
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 1 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$500,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER NOTES
DUE [MARCH 2004]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
US$500,000,000)
This Series 1 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to five hundred million US dollars
(US$500,000,000) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding US$500,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof five hundred
million US dollars (US$500,000,000)) on the Interest Payment Date falling
in [March 2004] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Second Issuer
Trust Deed) and to
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45
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pay interest monthly or quarterly, as the case may be, in arrear on each
Interest Payment Date on the principal amount from time to time of this
Global Second Issuer Note at the rates determined in accordance with the
Conditions together with such other amounts (if any) as may be payable,
all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this
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46
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Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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47
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
48
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
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49
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
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50
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PART B
SERIES 1 CLASS B GLOBAL SECOND ISSUER NOTE
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 1 CLASS B GLOBAL SECOND ISSUER NOTE
representing up to
US$[34,000,000] SERIES 1 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 1 Class B Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class B
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [thirty four] million US dollars
(US$[34,000,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding US$[34,000,000] as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class B Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [thirty four]
million US dollars (US$[34,000,000])) on the Interest Payment Date
falling in [June 2042] (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Second Issuer Trust Deed) and to pay interest quarterly in arrear on each
Interest Payment Date on the principal amount from time to time of this
Global Second Issuer Note at the rates determined in accordance with the
Conditions together with such other amounts (if any) as may be payable,
all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
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51
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2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the
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52
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Conditions, the Second Issuer Trust Deed and the Second Issuer Deed of
Charge. Payments of principal and interest in respect of Second Issuer
Notes represented by this Global Second Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal or interest
on this Global Second Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Second Issuer on Part I of
the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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53
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
_____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
54
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
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55
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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56
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PART C
SERIES 1 CLASS C GLOBAL SECOND ISSUER NOTE
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 1 CLASS C GLOBAL SECOND ISSUER NOTE
representing up to
US$[34,000,000] SERIES 1 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 1 Class C Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class C
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [thirty four] million US dollars
(US$[34,000,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding US$[34,000,000] as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class C Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [thirty four]
million US dollars (US$[34,000,000]) on the Interest Payment Date falling
in [June 2042] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Second Issuer
Trust Deed) and to pay interest quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Second Issuer Note at the rates determined in accordance with the
Conditions together with such other amounts (if any) as may be payable,
all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
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57
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2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments
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58
- -------------------------------------------------------------------------------
of principal and interest in respect of Second Issuer Notes represented
by this Global Second Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal or interest on this Global
Second Issuer Note the amount so paid shall be endorsed by or on behalf
of the Registrar on behalf of the Second Issuer on Part I of the Schedule
hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
59
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
60
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
61
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
62
- -------------------------------------------------------------------------------
PART D
(1)
SERIES 2 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 1
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 2 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$500,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [SEPTEMBER 2007]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
US$[1,250,000,000])
This Series 2 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to five hundred million US dollars
(US$500,000,000) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated and made on [5th
March], 2003 and signed for the purposes of identification by Allen & Overy and
Sidley Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Second Issuer Note shall be
that amount not exceeding US$500,000,000 as shall be shown by the latest entry
duly made in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 2 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof five hundred
million US dollars (US$500,000,000) on the Interest Payment Date falling
in [September 2007] (or on such earlier date as the said principal amount
may become repayable in accordance with the Conditions or the Second
Issuer Trust Deed) and to
- -------------------------------------------------------------------------------
63
- -------------------------------------------------------------------------------
pay quarterly in arrear on each Interest Payment Date on the principal
amount from time to time of this Global Second Issuer Note at the rates
determined in accordance with the Conditions together with such other
amounts (if any) as may be payable, all subject to and in accordance with
the Conditions and the provisions of the Second Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
- -------------------------------------------------------------------------------
64
- -------------------------------------------------------------------------------
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
65
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
66
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
67
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
68
- -------------------------------------------------------------------------------
PART D
(2)
SERIES 2 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 2
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 2 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$500,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [SEPTEMBER 2007]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
US$[1,250,000,000])
This Series 2 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to five hundred million US dollars
(US$500,000,000) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated and made on [5th
March], 2003 and signed for the purposes of identification by Allen & Overy and
Sidley Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Second Issuer Note shall be
that amount not exceeding US$500,000,000 as shall be shown by the latest entry
duly made in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 2 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof five hundred
million US dollars (US$500,000,000) on the Interest Payment Date falling
in [September 2007] (or on such earlier date as the said principal amount
may become repayable in accordance with the Conditions or the Second
Issuer Trust Deed) and to
- -------------------------------------------------------------------------------
69
- -------------------------------------------------------------------------------
pay quarterly in arrear on each Interest Payment Date on the principal
amount from time to time of this Global Second Issuer Note at the rates
determined in accordance with the Conditions together with such other
amounts (if any) as may be payable, all subject to and in accordance with
the Conditions and the provisions of the Second Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
- -------------------------------------------------------------------------------
70
- -------------------------------------------------------------------------------
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
71
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
_____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
72
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
73
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
74
- -------------------------------------------------------------------------------
PART D
(3)
SERIES 2 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 3
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 2 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$250,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [SEPTEMBER 2007]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
US$[1,250,000,000])
This Series 2 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to two hundred and fifty million US
dollars (US$250,000,000) and constituted by a Second Issuer Trust Deed dated
[6th March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and
U.S. BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being
thereof being herein called the "NOTE TRUSTEE"). References herein to the
Conditions (or to any particular numbered Condition) shall be to the Conditions
(or that particular one of them) set out in SCHEDULE 3 to the Second Issuer
Trust Deed. Terms not defined herein have the meanings ascribed to them in the
Amended and Restated Master Definitions and Construction Schedule and the Second
Issuer Master Definitions and Construction Schedule, both dated and made on [5th
March], 2003 and signed for the purposes of identification by Allen & Overy and
Sidley Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Second Issuer Note shall be
that amount not exceeding US$250,000,000 as shall be shown by the latest entry
duly made in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 2 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof two hundred and
fifty million US dollars (US$250,000,000) on the Interest Payment Date
falling in [September 2007] (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions
or the Second Issuer Trust
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75
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Deed) and to pay quarterly in arrear on each Interest Payment Date on the
principal amount from time to time of this Global Second Issuer Note at
the rates determined in accordance with the Conditions together with such
other amounts (if any) as may be payable, all subject to and in
accordance with the Conditions and the provisions of the Second Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
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76
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3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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77
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
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78
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
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79
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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80
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PART E
SERIES 2 CLASS B GLOBAL SECOND ISSUER NOTE
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 2 CLASS B GLOBAL SECOND ISSUER NOTE
representing up to
US$[61,000,000] SERIES 2 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 2 Class B Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class B
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [forty three] million US dollars
(US$[61,000,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated and made on [5th
March], 2003 and signed for the purposes of identification by Allen & Overy and
Sidley Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Second Issuer Note shall be
that amount not exceeding US$[61,000,000] as shall be shown by the latest entry
duly made in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 2 Class B Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [forty three]
million US dollars (US$[61,000,000]) on the Interest Payment Date falling
in [June 2042] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Second Issuer
Trust Deed) and to pay interest quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Second Issuer Note at the rates determined in accordance with the
Conditions together with such other amounts (if any) as may be payable,
all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
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81
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2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the
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82
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Conditions, the Second Issuer Trust Deed and the Second Issuer Deed of
Charge. Payments of principal and interest in respect of Second Issuer
Notes represented by this Global Second Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal or interest
on this Global Second Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Second Issuer on Part I of
the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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83
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
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84
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
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85
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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86
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PART F
SERIES 2 CLASS C GLOBAL SECOND ISSUER NOTE
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 2 CLASS C GLOBAL SECOND ISSUER NOTE
representing up to
US$[61,000,000] SERIES 2 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 2 Class C Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class C
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [forty three] million US dollars
(US$[61,000,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated and made on [5th
March], 2003 and signed for the purposes of identification by Allen & Overy and
Sidley Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Second Issuer Note shall be
that amount not exceeding US$[61,000,000] as shall be shown by the latest entry
duly made in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 2 Class C Global
Second Issuer Notes . This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [forty three]
million US dollars (US$[61,000,000]) on the Interest Payment Date falling
in [June 2042] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Second Issuer
Trust Deed) and to pay interest quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Second Issuer Note at the rates determined in accordance with the
Conditions together with such other amounts (if any) as may be payable,
all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
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87
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2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments
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88
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of principal and interest in respect of Second Issuer Notes represented
by this Global Second Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal or interest on this Global
Second Issuer Note the amount so paid shall be endorsed by or on behalf
of the Registrar on behalf of the Second Issuer on Part I of the Schedule
hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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89
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
_____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
90
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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91
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
92
- -------------------------------------------------------------------------------
PART G
SERIES 3 CLASS A GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 3 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
(EURO)[1,250,000,000] SERIES 3 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [DECEMBER 2032]
This Series 3 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [one billion, two hundred and fifty]
million euro ((EURO)[1,250,000,000]) and constituted by a Second Issuer Trust
Deed dated [6th March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second
Issuer and U.S. BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time
being thereof being herein called the "NOTE TRUSTEE"). References herein to the
Conditions (or to any particular numbered Condition) shall be to the Conditions
(or that particular one of them) set out in SCHEDULE 3 to the Second Issuer
Trust Deed. Terms not defined herein have the meanings ascribed to them in the
Amended and Restated Master Definitions and Construction Schedule and the Second
Issuer Master Definitions and Construction Schedule, both dated and made on [5th
March], 2003 and signed for the purposes of identification by Allen & Overy and
Sidley Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Second Issuer Note shall be
that amount not exceeding (EURO)[1,250,000,000] as shall be shown by the latest
entry duly made in the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 3 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
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93
- -------------------------------------------------------------------------------
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [one billion,
two hundred and fifty] million euro ((EURO)[1,250,000,000]) on the
Interest Payment Date falling in [December 2032] (or on such earlier date
as the said principal amount may become repayable in accordance with the
Conditions or the Second Issuer Trust Deed) and to pay interest
quarterly, as the case may be, in arrear on each Interest Payment Date on
the principal amount from time to time of this Global Second Issuer Note
at the rates determined in accordance with Conditions together with such
other amounts (if any) as may be payable, all subject to and in
accordance with the Conditions and the provisions of the Second Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (EURO)500,000 each, or ANy
integral multiple thereof, or in such other denominations as the Note
Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
- -------------------------------------------------------------------------------
94
- -------------------------------------------------------------------------------
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
- -------------------------------------------------------------------------------
95
- -------------------------------------------------------------------------------
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
96
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
97
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(EURO) (EURO) (EUR0)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- -------------------------------------------------------------------------------
98
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(EURO) (EURO) (EUR0)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
99
- -------------------------------------------------------------------------------
PART H
SERIES 3 CLASS B GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 3 CLASS B GLOBAL SECOND ISSUER NOTE
representing up to
(EURO)[43,500,000] SERIES 3 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 3 Class B Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class B
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [forty four] million euro
((EURO)[43,500,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "Note TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding (EURO)[43,500,000] as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one Series 3 Class B Global Second
Issuer Notes . This Global Second Issuer Note is evidence of entitlement only.
Title to the Global Second Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
- -------------------------------------------------------------------------------
100
- -------------------------------------------------------------------------------
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [forty four]
million euro ((EURO)[43,500,000]) on the Interest Payment Date falling in
[June 2042] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Second Issuer
Trust Deed) and to pay interest quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Second Issuer Note at the rates determined in accordance with Conditions
together with such other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the Second
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (EURO)500,000 each, or any
integral multiple thereof, or in such other denominations as the Note
Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be
- -------------------------------------------------------------------------------
101
- -------------------------------------------------------------------------------
increased or, as the case may be, reduced for all purposes by the amount
so exchanged or so purchased and cancelled and endorsed. Upon the
exchange of the whole of this Global Second Issuer Note for Definitive
Second Issuer Notes this Global Second Issuer Note, shall be surrendered
to or to the order of the Registrar and cancelled and, if the holder of
this Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
- -------------------------------------------------------------------------------
102
- -------------------------------------------------------------------------------
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
103
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
104
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(EURO) (EURO) (EUR0)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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- -------------------------------------------------------------------------------
105
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(EURO) (EURO) (EUR0)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
106
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PART I
SERIES 3 CLASS C GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 3 CLASS C GLOBAL SECOND ISSUER NOTE
representing up to
(EURO)[43,500,000] SERIES 3 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 3 Class C Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class C
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [forty four] million euro
((EURO)[43,500,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "Note TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding (EURO)[43,500,000] as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 3 Class C Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
- -------------------------------------------------------------------------------
107
- -------------------------------------------------------------------------------
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [forty four]
million euro ((EURO)[43,500,000]) on the Interest Payment Date falling in
[June 2042] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Second Issuer
Trust Deed) and to pay interest quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Second Issuer Note at the rates determined in accordance with Conditions
together with such other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the Second
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (EURO)500,000 each, or any
integral multiple thereof, or in such other denominations as the Note
Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be
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108
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increased or, as the case may be, reduced for all purposes by the amount
so exchanged or so purchased and cancelled and endorsed. Upon the
exchange of the whole of this Global Second Issuer Note for Definitive
Second Issuer Notes this Global Second Issuer Note, shall be surrendered
to or to the order of the Registrar and cancelled and, if the holder of
this Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
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109
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IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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110
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
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111
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(EURO) (EURO) (EUR0)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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112
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(EURO) (EURO) (EUR0)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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113
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PART J
(1)
SERIES 4 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 1
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 4 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$500,000,000 SERIES 4 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [DECEMBER 2009]
(Initial aggregate principal amount of Series 4 Class A Global Notes:
US$[1,250,000,000])
This Series 4 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to five hundred million US dollars
(US$500,000,000) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding US$500,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 4 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof to five hundred
million US dollars (US$500,000,000) on the Interest Payment Date falling
in [December 2009] (or on such earlier date as the said principal amount
may become repayable in accordance with the Conditions or the Second
Issuer Trust Deed) and to
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114
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pay interest quarterly in arrear on each Interest Payment Date on the
principal amount from time to time of this Global Second Issuer Note at
the rates determined in accordance with the Conditions together with such
other amounts (if any) as may be payable, all subject to and in
accordance with the Conditions and the provisions of the Second Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
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115
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3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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116
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
_____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
117
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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118
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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119
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PART J
(2)
SERIES 4 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 2
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 4 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$500,000,000 SERIES 4 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [DECEMBER 2009]
(Initial aggregate principal amount of Series 4 Class A Global Notes:
US$[1,250,000,000])
This Series 4 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to five hundred million US dollars
(US$500,000,000) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding US$500,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 4 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof to five hundred
million US dollars (US$500,000,000) on the Interest Payment Date falling
in [December 2009] (or on such earlier date as the said principal amount
may become repayable in accordance with the Conditions or the Second
Issuer Trust Deed) and to
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120
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pay interest quarterly in arrear on each Interest Payment Date on the
principal amount from time to time of this Global Second Issuer Note at
the rates determined in accordance with the Conditions together with such
other amounts (if any) as may be payable, all subject to and in
accordance with the Conditions and the provisions of the Second Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
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121
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3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
122
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
123
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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- ------------ ------------ ------------ ------------ ------------
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
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125
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PART J
(3)
SERIES 4 CLASS A GLOBAL SECOND ISSUER NOTE
NOTE NO. 3
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 4 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
US$250,000,000 SERIES 4 CLASS A ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [DECEMBER 2009]
(Initial aggregate principal amount of Series 4 Class A Global Notes:
US$[1,250,000,000])
This Series 4 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to two hundred and fifty million US
dollars (US$250,000,000) and constituted by a Second Issuer Trust Deed dated
[6th March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and
U.S. BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being
thereof being herein called the "NOTE TRUSTEE"). References herein to the
Conditions (or to any particular numbered Condition) shall be to the Conditions
(or that particular one of them) set out in SCHEDULE 3 to the Second Issuer
Trust Deed. Terms not defined herein have the meanings ascribed to them in the
Amended and Restated Master Definitions and Construction Schedule and the Second
Issuer Master Definitions and Construction Schedule, both dated [5th March],
2003 and signed for the purposes of identification by Allen & Overy and Sidley
Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Second Issuer Note shall be that amount
not exceeding US$250,000,000 as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 4 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof to two hundred
and fifty million US dollars (US$250,000,000) on the Interest Payment
Date falling in [December 2009] (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions
or the Second Issuer Trust
- -------------------------------------------------------------------------------
126
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Deed) and to pay interest quarterly in arrear on each Interest Payment
Date on the principal amount from time to time of this Global Second
Issuer Note at the rates determined in accordance with the Conditions
together with such other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the Second
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) The Depositary
Trust Company ("DTC") has notified the Second Issuer that it is at any
time unwilling or unable to continue as holder of this Global Second
Issuer Note or is at any time unwilling or unable to continue as, or
ceases to be, a clearing agency under the United States Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a successor to
DTC registered as a clearing agency under the Exchange Act is not able to
be appointed by the Second Issuer within 90 days of such notification, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax, or
in the interpretation or administration by a revenue authority or a court
or administration of such laws or regulations which becomes effective on
or after the Second Issuer Closing Date, the Second Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Second Issuer Notes which would not be
required were the relevant Second Issuer Notes in definitive registered
form. Thereupon the holder of this Global Second Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s) (as
defined in SECTION 3 hereof)) may give notice to the Second Issuer, and
the Second Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Second Issuer Note
for Definitive Second Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of US$1,000 or US$10,000 each,
or any integral multiple thereof, or in such other denominations as the
Note Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or, as the case may be, reduced for all
purposes by the amount so exchanged or so purchased and cancelled and
endorsed. Upon the exchange of the whole of this Global Second Issuer
Note for Definitive Second Issuer Notes, this Global Second Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Second Issuer Note requests, returned
to it together with any relevant Definitive Second Issuer Notes.
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127
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3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. DTC
References herein to DTC shall be deemed to include references to any
other clearing system approved by the Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March ], 2003.
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128
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
______________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
129
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
US$ US$ US$
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130
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
US$ US$ US$
- ------------ ------------ ------------ ------------ ------------
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131
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PART K
SERIES 4 CLASS B GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 4 CLASS B GLOBAL SECOND ISSUER NOTE
representing up to
(EURO)[56,500,000] SERIES 4 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 4 Class B Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class B
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [forty] million euro
((EURO)[56,500,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "Note TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding (EURO)[56,500,000] as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one Series 4 Class B Global Second
Issuer Notes . This Global Second Issuer Note is evidence of entitlement only.
Title to the Global Second Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
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132
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1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [forty] million
euro ((EURO)[56,500,000]) on the Interest Payment Date falling in [June
2042] (or on such earlier date as the said principal amount may become
repayable in accordance with the Conditions or the Second Issuer Trust
Deed) and to pay interest quarterly in arrear on each Interest Payment
Date on the principal amount from time to time of this Global Second
Issuer Note at the rates determined in accordance with Conditions
together with such other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the Second
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (EURO)500,000 each, or any
integral multiple thereof, or in such other denominations as the Note
Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be
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133
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increased or, as the case may be, reduced for all purposes by the amount
so exchanged or so purchased and cancelled and endorsed. Upon the
exchange of the whole of this Global Second Issuer Note for Definitive
Second Issuer Notes this Global Second Issuer Note, shall be surrendered
to or to the order of the Registrar and cancelled and, if the holder of
this Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
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134
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IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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135
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
_____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
136
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(EURO) (EURO) (EURO)
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137
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(EURO) (EURO) (EURO)
- ------------ ------------ ------------ ------------ ------------
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138
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PART L
SERIES 4 CLASS C GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 4 CLASS C GLOBAL SECOND ISSUER NOTE
representing up to
(EURO)[56,500,000] SERIES 4 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 4 Class C Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class C
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [forty] million euro
((EURO)[56,500,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "Note TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding (EURO)[56,500,000] as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 4 Class C Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
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139
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1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [forty] million
euro ((EURO)[56,500,000]) on the Interest Payment Date falling in [June
2042] (or on such earlier date as the said principal amount may become
repayable in accordance with the Conditions or the Second Issuer Trust
Deed) and to pay interest quarterly in arrear on each Interest Payment
Date on the principal amount from time to time of this Global Second
Issuer Note at the rates determined in accordance with Conditions
together with such other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the Second
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (EURO)500,000 each, or any
integral multiple thereof, or in such other denominations as the Note
Trustee shall determine and notify to the relevant Noteholders, in
exchange for the whole of this Global Second Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be
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140
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increased or, as the case may be, reduced for all purposes by the amount
so exchanged or so purchased and cancelled and endorsed. Upon the
exchange of the whole of this Global Second Issuer Note for Definitive
Second Issuer Notes this Global Second Issuer Note, shall be surrendered
to or to the order of the Registrar and cancelled and, if the holder of
this Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
- -------------------------------------------------------------------------------
141
- -------------------------------------------------------------------------------
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
142
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
_____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
143
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(EURO) (EURO) (EURO)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
144
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(EURO) (EURO) (EURO)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
145
- -------------------------------------------------------------------------------
PART M
SERIES 5 CLASS A GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO.2) PLC(Incorporated with limited liability in
England with registered number 4623188)
SERIES 5 CLASS A GLOBAL SECOND ISSUER NOTE
representing up to
(POUND)[750,000,000] SERIES 5 CLASS A ASSET BACKED FLOATING RATE SECOND
ISSUER NOTES DUE [JUNE 2042]
This Series 5 Class A Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class A
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [one billion] pounds sterling
((pound)[750,000,000]) and constituted by a Second Issuer Trust Deed dated
[6th March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and
U.S. BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being
thereof being herein called the "NOTE TRUSTEE"). References herein to the
Conditions (or to any particular numbered Condition) shall be to the Conditions
(or that particular one of them) set out in SCHEDULE 3 to the Second Issuer
Trust Deed. Terms not defined herein have the meanings ascribed to them in the
Amended and Restated Master Definitions and Construction Schedule and the Second
Issuer Master Definitions and Construction Schedule, both dated [5th March],
2003 and signed for the purposes of identification by Allen & Overy and Sidley
Austin Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Second Issuer Note shall be that amount
not exceeding (pound)[750,000,000] as shall be shown by the latest entry duly
made in the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 5 Class A Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
- -------------------------------------------------------------------------------
146
- -------------------------------------------------------------------------------
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [one billion]
pounds sterling ((pound)[750,000,000]) on the Interest Payment Date
falling in [June 2042] (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Second Issuer Trust Deed) and to pay interest quarterly in arrear on each
Interest Payment Date on the principal amount from time to time of this
Global Second Issuer Note at the rates determined in accordance with
Conditions together with such other amounts (if any) as may be payable,
all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (pound)1,000 or
(pound)10,000 each, or any integral multiple thereof, or in such other
denominations as the Note Trustee shall determine and notify to the
relevant Noteholders, in exchange for the whole of this Global Second
Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be
- -------------------------------------------------------------------------------
147
- -------------------------------------------------------------------------------
increased or, as the case may be, reduced for all purposes by the amount
so exchanged or so purchased and cancelled and endorsed. Upon the
exchange of the whole of this Global Second Issuer Note for Definitive
Second Issuer Notes this Global Second Issuer Note, shall be surrendered
to or to the order of the Registrar and cancelled and, if the holder of
this Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
- -------------------------------------------------------------------------------
148
- -------------------------------------------------------------------------------
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
______________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
149
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(POUND) (POUND) (POUND)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
150
- -------------------------------------------------------------------------------
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(POUND) (POUND) (POUND)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- -------------------------------------------------------------------------------
151
- -------------------------------------------------------------------------------
PART N
SERIES 5 CLASS B GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 5 CLASS B GLOBAL SECOND ISSUER NOTE
representing up to
(POUND)[26,000,000] SERIES 5 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 5 Class B Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class B
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [thirty five] million pounds sterling
((pound)[26,000,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding (pound)[26,000,000] as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one Series 5 Class B Global Second
Issuer Notes . This Global Second Issuer Note is evidence of entitlement only.
Title to the Global Second Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
- -------------------------------------------------------------------------------
152
- -------------------------------------------------------------------------------
1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [thirty five]
million pounds sterling ((pound)[26,000,000])) on the Interest Payment
Date falling in [June 2042] (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions
or the Second Issuer Trust Deed) and to pay interest quarterly in arrear
on each Interest Payment Date on the principal amount from time to time
of this Global Second Issuer Note at the rates determined in accordance
with Conditions together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the
provisions of the Second Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (pound)1,000 or
(pound)10,000 each, or any integral multiple thereof, or in such other
denominations as the Note Trustee shall determine and notify to the
relevant Noteholders, in exchange for the whole of this Global Second
Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be
- -------------------------------------------------------------------------------
153
- -------------------------------------------------------------------------------
increased or, as the case may be, reduced for all purposes by the amount
so exchanged or so purchased and cancelled and endorsed. Upon the
exchange of the whole of this Global Second Issuer Note for Definitive
Second Issuer Notes this Global Second Issuer Note, shall be surrendered
to or to the order of the Registrar and cancelled and, if the holder of
this Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
- -------------------------------------------------------------------------------
154
- -------------------------------------------------------------------------------
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: ______________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
- -------------------------------------------------------------------------------
155
- -------------------------------------------------------------------------------
CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- -------------------------------------------------------------------------------
156
- -------------------------------------------------------------------------------
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(POUND) (POUND) (POUND)
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
- ------------ ------------ ------------ ------------ ------------
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157
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(POUND) (POUND) (POUND)
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158
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PART O
SERIES 5 CLASS C GLOBAL SECOND ISSUER NOTE
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
SERIES 5 CLASS C GLOBAL SECOND ISSUER NOTE
representing up to
(POUND)[26,000,000] SERIES 5 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
This Series 5 Class C Global Second Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class C
Second Issuer Notes of PERMANENT FINANCING (NO. 2) PLC (the "SECOND ISSUER"),
designated as specified in the title hereof (the "SECOND ISSUER NOTES"), limited
to the aggregate principal amount of up to [thirty five] million pounds sterling
((pound)[26,000,000]) and constituted by a Second Issuer Trust Deed dated [6th
March], 2003 (the "SECOND ISSUER TRUST DEED") between the Second Issuer and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the trustee for the time being thereof
being herein called the "NOTE TRUSTEE"). References herein to the Conditions (or
to any particular numbered Condition) shall be to the Conditions (or that
particular one of them) set out in SCHEDULE 3 to the Second Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Second Issuer
Master Definitions and Construction Schedule, both dated [5th March], 2003 and
signed for the purposes of identification by Allen & Overy and Sidley Austin
Brown & Wood, and the Second Issuer Trust Deed. The aggregate principal amount
from time to time of this Global Second Issuer Note shall be that amount not
exceeding (pound)[26,000,000] as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 5 Class C Global
Second Issuer Notes. This Global Second Issuer Note is evidence of entitlement
only. Title to the Global Second Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Second Issuer Note.
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159
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1. PROMISE TO PAY
Subject as provided in this Global Second Issuer Note the Second Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Second Issuer Note (being at the date hereof [thirty five]
million pounds sterling ((pound)[26,000,000])) on the Interest Payment
Date falling in [June 2042] (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions
or the Second Issuer Trust Deed) and to pay interest quarterly in arrear
on each Interest Payment Date on the principal amount from time to time
of this Global Second Issuer Note at the rates determined in accordance
with Conditions together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the
provisions of the Second Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SECOND ISSUER NOTES AND PURCHASES
This Global Second Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Second Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("EUROCLEAR") and
Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") are
closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do so and no alternative clearing system
satisfactory to the Note Trustee is then available, or (ii) as a result
of any amendment to, or change in, the laws or regulations of the United
Kingdom (or of any political subdivision thereof), or of any authority
therein or thereof having power to tax, or in the interpretation or
administration by a revenue authority or a court or administration of
such laws or regulations which becomes effective on or after the Second
Issuer Closing Date, the Second Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Second Issuer Notes which would not be required were the relevant
Second Issuer Notes in definitive registered form. Thereupon the holder
of this Global Second Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s) (as defined in SECTION 3 hereof))
may give notice to the Second Issuer, and the Second Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Second Issuer Note for Definitive Second Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Second Issuer
Note shall surrender this Global Second Issuer Note to or to the order of
the Registrar. In exchange for this Global Second Issuer Note the Second
Issuer will deliver, or procure the delivery of, Definitive Second Issuer
Notes in registered form in denominations of (pound)1,000 or
(pound)10,000 each, or any integral multiple thereof, or in such other
denominations as the Note Trustee shall determine and notify to the
relevant Noteholders, in exchange for the whole of this Global Second
Issuer Note.
"EXCHANGE DATE" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given
and on which banks are open for business in the city in which the
specified office of the Registrar is located and in the city in which the
relevant clearing system is located.
Upon the cancellation of a part of this Global Second Issuer Note in
accordance with the Second Issuer Trust Deed, the Conditions and the
Second Issuer Paying Agent and Agent Bank Agreement, the portion of the
principal amount hereof so exchanged or so purchased and cancelled shall
be endorsed by or on behalf of the Registrar on behalf of the Second
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be
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160
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increased or, as the case may be, reduced for all purposes by the amount
so exchanged or so purchased and cancelled and endorsed. Upon the
exchange of the whole of this Global Second Issuer Note for Definitive
Second Issuer Notes this Global Second Issuer Note, shall be surrendered
to or to the order of the Registrar and cancelled and, if the holder of
this Global Second Issuer Note requests, returned to it together with any
relevant Definitive Second Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Second Issuer Note has
been extinguished, this Global Second Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Second Issuer Trust
Deed and the Second Issuer Deed of Charge. Payments of principal and
interest in respect of Second Issuer Notes represented by this Global
Second Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Second Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Second Issuer on Part I of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part I
of the Schedule hereto, the principal amount of this Global Second Issuer
Note shall be reduced for all purposes by the principal amount so paid
and endorsed.
All payments of any amounts payable and paid to the registered holder of
this Global Second Issuer Note shall be valid and, to the extent of the
sums so paid, effectual to satisfy and discharge the liability for the
monies payable hereon.
4. EUROCLEAR AND CLEARSTREAM, LUXEMBOURG
References herein to Euroclear and/or Clearstream, Luxembourg shall be
deemed to include references to any other clearing system approved by the
Note Trustee.
5. AUTHENTICATION
This Global Second Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
6. GOVERNING LAW
This Global Second Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Second Issuer has caused this Global Second Issuer Note
to be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 2) PLC
By: _____________________________________
(Duly authorised)
Issued in London, England on [6th March], 2003.
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161
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CERTIFICATE OF AUTHENTICATION
This Global Second Issuer Note is duly authenticated without recourse, warranty
or liability.
____________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
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162
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THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Second Issuer Note have been made:
DATE MADE INTEREST PAID PRINCIPAL PAID REMAINING PRINCIPAL NOTATION MADE ON
AMOUNT OF THIS GLOBAL BEHALF OF THE SECOND
SECOND ISSUER NOTE ISSUER
FOLLOWING SUCH PAYMENT
(POUND) (POUND) (POUND)
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163
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PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Second Issuer Notes and purchases and
cancellations of a part of this Global Second Issuer Note have been made:
DATE MADE PART OF PRINCIPAL PART OF PRINCIPAL AGGREGATE PRINCIPAL NOTATION MADE ON
AMOUNT EXCHANGED FOR AMOUNT PURCHASED AND AMOUNT FOLLOWING BEHALF OF THE SECOND
DEFINITIVE SECOND CANCELLED SUCH EXCHANGE OR ISSUER
ISSUER NOTES PURCHASE AND
CANCELLATION
(POUND) (POUND) (POUND)
- ------------ ------------ ------------ ------------ ------------
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164
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SCHEDULE 2
FORMS OF DEFINITIVE SECOND ISSUER NOTES
PART A
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SERIES 1 CLASS A DEFINITIVE SECOND ISSUER NOTE
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- -------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
US$[1,000,000,000] SERIES 1 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [MARCH 2004]
(the "SERIES 1 CLASS A SECOND ISSUER NOTES")
This Series 1 Class A Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 1 Class A Second Issuer Notes (the "NOTE TRUSTEE") and issued as
registered Series 1 Class A Second Issuer Notes in denominations of US$1,000 or
US$10,000 each, or integral multiples thereof, or in such other denominations as
the Note Trustee shall determine and notify to the holders of the relevant
Series 1 Class A Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class A Second Issuer Notes, such Series 1 Class A Second Issuer Notes being
in the denomination of US$ ( US dollars) and is/are entitled
on the Interest Payment Date falling in [March 2004] (or on such earlier date as
the principal sum hereinafter mentioned may become repayable in accordance with
the terms and conditions of the Series 1 Class A Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 1 Class A Second Issuer Note at rates
determined in accordance with the Conditions payable monthly or quarterly, as
the case may be, in arrear on each Interest Payment Date and together with such
other amounts (if any) as may be payable, all subject to and in accordance with
the Conditions and the provisions of the Second Issuer Trust Deed.
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165
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IN WITNESS WHEREOF this registered Series 1 Class A Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ____________________________________
Director
By: ____________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class A Second Issuer Note is duly authenticated without recourse,
warranty or liability.
__________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
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166
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(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
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167
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FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
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(Please print or type name and address (including postal code) of transferee)
US$______________________________________ principal amount of this Series 1
Class A Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ___________________________________________________
as attorney to transfer such principal amount of this Series 1 Class A Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 1 Class A Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
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168
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PART B
SERIES 1 CLASS B DEFINITIVE SECOND ISSUER NOTE
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[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
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PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
US$[34,000,000] SERIES 1 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER NOTES
DUE [JUNE 2042]
(the "SERIES 1 CLASS B SECOND ISSUER NOTES")
This Series 1 Class B Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 1 Class B Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 1 Class B Second Issuer Notes in denominations of US$1,000 or
US$10,000 each, or integral multiples thereof, or in such other denominations as
the Note Trustee shall determine and notify to the holders of the relevant
Series 1 Class B Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class B Second Issuer Notes, such Series 1 Class B Second Issuer Notes being
in the denomination of US$ ( US dollars) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 1 Class B Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the said Conditions and the provisions of the Second Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 1 Class B Second Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
- --------------------------------------------------------------------------------
169
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IN WITNESS WHEREOF this registered Series 1 Class B Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class B Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
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170
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(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
171
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
US$_____________________________________ principal amount of this Series 1 Class
B Second Issuer Note and all rights hereunder, hereby irrevocably constituting
and appointing _________________________________________________________ as
attorney to transfer such principal amount of this Series 1 Class B Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 1 Class B Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
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172
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PART C
SERIES 1 CLASS C DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
US$[34,000,000] SERIES 1 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER NOTES
DUE [JUNE 2042]
(the "SERIES 1 CLASS C SECOND ISSUER NOTES")
This Series 1 Class C Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 1 Class C Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 1 Class C Second Issuer Notes in denominations of US$1,000 or
US$10,000 each, or integral multiples thereof, or in such other denominations as
the Note Trustee shall determine and notify to the holders of the relevant
Series 1 Class C Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class C Second Issuer Notes, such Series 1 Class C Second Issuer Notes being
in the denomination of US$ ( US dollars) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions (the Series 1 Class C Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the said Conditions and the provisions of the Second Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 1 Class C Second Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
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173
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IN WITNESS WHEREOF this registered Series 1 Class C Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class C Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
174
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
175
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
US$_____________________________________ principal amount of this Series 1 Class
C Second Issuer Note and all rights hereunder, hereby irrevocably constituting
and appointing _________________________________________________________ as
attorney to transfer such principal amount of this Second Issuer Note in the
register maintained by or on behalf of PERMANENT FINANCING (NO. 2) PLC with full
power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Series 1 Class C Second
Issuer Trust Deed and the Second Issuer Paying Agent and Agent Bank
Agreement (as defined in the Conditions) and must be executed under the
hand of the transferor or, if the transferor is a corporation, either under
its common seal or under the hand of two of its officers duly authorised in
writing and, in such latter case, the document so authorising such officers
must be delivered with this form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 1 Class C Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
176
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PART D
SERIES 2 CLASS A DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
US$[1,750,000,000] SERIES 2 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [SEPTEMBER 2007]
(the "SERIES 2 CLASS A SECOND ISSUER NOTES")
This Series 2 Class A Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 2 Class A Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 2 Class A Second Issuer Notes in denominations of US$1,000 or
US$10,000 each, or integral multiples thereof, or in such other denominations as
the Note Trustee shall determine and notify to the holders of the relevant
Series 2 Class A Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class A Second Issuer Notes, such Series 2 Class A Second Issuer Notes being
in the denomination of US$ ( US dollars) and is/are entitled on
the Interest Payment Date falling in [September 2007] (or on such earlier date
as the principal sum hereinafter mentioned may become repayable in accordance
with the terms and conditions of the Series 2 Class A Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the said Conditions and the provisions of the Second Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 2 Class A Second Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
- --------------------------------------------------------------------------------
177
- --------------------------------------------------------------------------------
IN WITNESS WHEREOF this registered Series 2 Class A Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class A Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
178
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
179
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
US$_____________________________________ principal amount of this Series 2 Class
A Second Issuer Note and all rights hereunder, hereby irrevocably constituting
and appointing _________________________________________________________ as
attorney to transfer such principal amount of this Series 2 Class A Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 2 Class A Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
180
- --------------------------------------------------------------------------------
PART E
SERIES 2 CLASS B DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
US$[61,000,000] SERIES 2 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER NOTES
DUE [JUNE 2042]
(the "SERIES 2 CLASS B SECOND ISSUER NOTES")
This Series 2 Class B Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 2 Class B Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 2 Class B Second Issuer Notes in denominations of US$1,000 or
US$10,000 each, or integral multiples thereof, or in such other denominations as
the Note Trustee shall determine and notify to the holders of the relevant
Series 2 Class B Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class B Second Issuer Notes, such Series 2 Class B Second Issuer Notes being
in the denomination of US$ ( US dollars) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 2 Class B Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the said Conditions and the provisions of the Second Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 2 Class B Second Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
- --------------------------------------------------------------------------------
181
- --------------------------------------------------------------------------------
IN WITNESS WHEREOF this registered Series 2 Class B Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class B Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
182
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
183
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
US$_____________________________________ principal amount of this Series 2 Class
B Second Issuer Note and all rights hereunder, hereby irrevocably constituting
and appointing _________________________________________________________ as
attorney to transfer such principal amount of this Series 2 Class B Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 2 Class B Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
184
- --------------------------------------------------------------------------------
PART F
SERIES 2 CLASS C DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
US$[61,000,000] SERIES 2 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER NOTES
DUE [JUNE 2042]
(the "SERIES 2 CLASS C SECOND ISSUER NOTES")
This Series 2 Class C Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 2 Class C Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 2 Class C Second Issuer Notes in denominations of US$1,000 or
US$10,000 each, or integral multiples thereof, or in such other denominations as
the Note Trustee shall determine and notify to the holders of the relevant
Series 2 Class C Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class C Second Issuer Notes, such Series 2 Class C Second Issuer Notes being
in the denomination of US$ ( US dollars) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 2 Class C Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the said Conditions and the provisions of the Second Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 2 Class C Second Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
- --------------------------------------------------------------------------------
185
- --------------------------------------------------------------------------------
IN WITNESS WHEREOF this registered Series 2 Class C Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class C Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
186
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
187
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
US$_____________________________________ principal amount of this Series 2 Class
C Second Issuer Note and all rights hereunder, hereby irrevocably constituting
and appointing _________________________________________________________ as
attorney to transfer such principal amount of this Series 2 Class C Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 2 Class C Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
188
- --------------------------------------------------------------------------------
PART G
SERIES 3 CLASS A DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
(EURO)[1,250,000,000] SERIES 3 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [DECEMBER 2032]
(the "SERIES 3 CLASS A SECOND ISSUER NOTES")
This Series 3 Class A Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 3 Class A Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 3 Class A Second Issuer Notes in denominations of
(EURO)500,000 each, or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the holders of
the relevant Series 3 Class A Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class A Second Issuer Notes, such Series 3 Class A Second Issuer Notes being
in the denomination of (EURO) ( euro) and is/are entitled on
the Interest Payment Date falling in [December 2032] (or on such earlier date as
the principal sum hereinafter mentioned may become repayable in accordance with
the terms and conditions of the Series 3 Class A Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
(EURO) ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
- --------------------------------------------------------------------------------
189
- --------------------------------------------------------------------------------
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 3 Class A Second Issuer Note at rates
determined in accordance with the said Conditions payable quarterly, as the case
may be, in arrear on each Interest Payment Date and together with such other
amounts (if any) as may be payable, all subject to and in accordance with the
said Conditions and the provisions of the Second Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 3 Class A Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class A Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
190
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
191
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
(EURO)____________________________________ principal amount of this Series 3
Class A Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ___________________________________________________
as attorney to transfer such principal amount of this Series 3 Class A Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 3 Class A Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
192
- --------------------------------------------------------------------------------
PART H
SERIES 3 CLASS B DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
(EURO)[56,500,000] SERIES 3 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
(the "SERIES 3 CLASS B SECOND ISSUER NOTES")
This Series 3 Class B Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 3 Class B Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 3 Class B Second Issuer Notes in denominations of
(EURO)500,000 each, or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the holders of
the relevant Series 3 Class B Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class B Second Issuer Notes, such Series 3 Class B Second Issuer Notes being
in the denomination of (EURO) ( euro) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 3 Class B Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
(EURO) ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 3 Class B Second Issuer Note at rates
determined in accordance with the
- --------------------------------------------------------------------------------
193
- --------------------------------------------------------------------------------
Conditions payable quarterly in arrear on each Interest Payment Date and
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
IN WITNESS WHEREOF this registered Series 3 Class B Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class B Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
194
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
195
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
Pound Sterling_______________________________ principal amount of this Series 3
Class B Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ____________________________________________________
as attorney to transfer such principal amount of this Series 3 Class B Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 3 Class B Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
196
- --------------------------------------------------------------------------------
PART I
SERIES 3 CLASS C DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
(EURO)[56,500,000] SERIES 3 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
(the "SERIES 3 CLASS C SECOND ISSUER NOTES")
This Series 3 Class C Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 3 Class C Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 3 Class C Second Issuer Notes in denominations of
(EURO)500,000 each, or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the holders of
the relevant Series 3 Class C.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class C Second Issuer Notes, such Series 3 Class C Second Issuer Notes being
in the denomination of (EURO) ( euro) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 3 Class C Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
(EURO) ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 3 Class C Second Issuer Note at rates
determined in accordance with the
- --------------------------------------------------------------------------------
197
- --------------------------------------------------------------------------------
Conditions payable quarterly in arrear on each Interest Payment Date and
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
IN WITNESS WHEREOF this registered Series 3 Class C Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class C Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
198
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
199
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
Pound Sterling_______________________________ principal amount of this Series 3
Class C Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ____________________________________________________
as attorney to transfer such principal amount of this Series 3 Class C Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 3 Class C Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
200
- --------------------------------------------------------------------------------
PART J
SERIES 4 CLASS A DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
US$[1,750,000,000] SERIES 4 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [DECEMBER 2009]
(the "SERIES 4 CLASS A SECOND ISSUER NOTES")
This Series 4 Class A Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 4 Class A Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 4 Class A Second Issuer Notes in denominations of US$1,000 or
US$10,000 each, or integral multiples thereof, or in such other denominations as
the Note Trustee shall determine and notify to the holders of the relevant
Series 4 Class A Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class A Second Issuer Notes, such Series 4 Class A Second Issuer Notes being
in the denomination of US$ ( US dollars) and is/are entitled on
the Interest Payment Date falling in [December 2009] (or on such earlier date as
the principal sum hereinafter mentioned may become repayable in accordance with
the terms and conditions of the Series 4 Class A Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the said Conditions and the provisions of the Second Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 4 Class A Second Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
- --------------------------------------------------------------------------------
201
- --------------------------------------------------------------------------------
IN WITNESS WHEREOF this registered Series 4 Class A Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class A Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
202
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
203
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
US$_____________________________________ principal amount of this Series 4 Class
A Second Issuer Note and all rights hereunder, hereby irrevocably constituting
and appointing __________________________________________________ as attorney to
transfer such principal amount of this Series 4 Class A Second Issuer Note in
the register maintained by or on behalf of PERMANENT FINANCING (NO. 2) PLC with
full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 4 Class A Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
204
- --------------------------------------------------------------------------------
PART K
SERIES 4 CLASS B DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
(EURO)[56,500,000] SERIES 4 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
(the "SERIES 4 CLASS B SECOND ISSUER NOTES")
This Series 4 Class B Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 4 Class B Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 4 Class B Second Issuer Notes in denominations of
(EURO)500,000 each, or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the holders of
the relevant Series 4 Class B Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class B Second Issuer Notes, such Series 4 Class B Second Issuer Notes being
in the denomination of (EURO) ( euro) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 4 Class B Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
(EURO) ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 4 Class B Second Issuer Note at rates
determined in accordance with the
- --------------------------------------------------------------------------------
205
- --------------------------------------------------------------------------------
Conditions payable quarterly in arrear on each Interest Payment Date and
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
IN WITNESS WHEREOF this registered Series 4 Class B Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class B Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
206
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
207
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
Pound Sterling_______________________________ principal amount of this Series 4
Class B Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ___________________________________________________
as attorney to transfer such principal amount of this Series 4 Class B Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 4 Class B Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
208
- --------------------------------------------------------------------------------
PART L
SERIES 4 CLASS C DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
(EURO)[56,500,000] SERIES 4 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
(the "SERIES 4 CLASS C SECOND ISSUER NOTES")
This Series 4 Class C Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 4 Class C Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 4 Class C Second Issuer Notes in denominations of
(EURO)500,000 each, or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the holders of
the relevant Series 4 Class C.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class C Second Issuer Notes, such Series 4 Class C Second Issuer Notes being
in the denomination of (EURO) ( euro) and is/are entitled on
the Interest Payment Date falling in [June 2042] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 4 Class C Second Issuer Notes (the
"CONDITIONS") endorsed hereon) to the repayment of such principal sum of:
(EURO) ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 4 Class C Second Issuer Note at rates
determined in accordance with the
- --------------------------------------------------------------------------------
209
- --------------------------------------------------------------------------------
Conditions payable quarterly in arrear on each Interest Payment Date and
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
IN WITNESS WHEREOF this registered Series 4 Class C Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class C Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
210
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
211
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
Pound Sterling_______________________________ principal amount of this Series 4
Class C Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ____________________________________________________
as attorney to transfer such principal amount of this Series 4 Class C Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 4 Class C Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
212
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
213
- --------------------------------------------------------------------------------
PART M
SERIES 5 CLASS A DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
POUND STERLING[750,000,000] SERIES 5 CLASS A ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [JUNE 2042]
(the "SERIES 5 CLASS A SECOND ISSUER NOTES")
This Series 5 Class A Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 5 Class A Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 5 Class A Second Issuer Notes in denominations of Pound
Sterling1,000 or Pound Sterling10,000 each, or integral multiples thereof, or in
such other denominations as the Note Trustee shall determine and notify to the
holders of the relevant Series 5 Class A Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class A Second Issuer Notes, such Series 5 Class A Second Issuer Notes being
in the denomination of Pound Sterling ( pounds sterling)
and is/are entitled on the Interest Payment Date falling in [June 2042] (or on
such earlier date as the principal sum hereinafter mentioned may become
repayable in accordance with the terms and conditions of the Series 5 Class A
Second Issuer Notes (the "CONDITIONS" endorsed hereon) to the repayment of such
principal sum of:
Pound Sterling ( pounds sterling)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
- --------------------------------------------------------------------------------
214
- --------------------------------------------------------------------------------
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 5 Class A Second Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other amounts (if any) as may be
payable, all subject to and in accordance with the Conditions and the provisions
of the Second Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 5 Class A Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class A Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
215
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
216
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
Pound Sterling_______________________________ principal amount of this Series 5
Class A Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ____________________________________________________
as attorney to transfer such principal amount of this Series 5 Class A Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 5 Class A Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
217
- --------------------------------------------------------------------------------
PART N
SERIES 5 CLASS B DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
POUND STERLING[26,000,000] SERIES 5 CLASS B ASSET BACKED FLOATING RATE SECOND
ISSUER NOTES DUE [JUNE 2042]
(the "SERIES 5 CLASS B SECOND ISSUER NOTES")
This Series 5 Class B Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 5 Class B Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 5 Class B Second Issuer Notes in denominations of Pound
Sterling1,000 or Pound Sterling10,000 each, or integral multiples thereof, or in
such other denominations as the Note Trustee shall determine and notify to the
holders of the relevant Series 5 Class B Second Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class B Second Issuer Notes, such Series 5 Class B Second Issuer Notes being
in the denomination of Pound Sterling ( pounds sterling)
and is/are entitled on the Interest Payment Date falling in [June 2042] (or on
such earlier date as the principal sum hereinafter mentioned may become
repayable in accordance with the terms and conditions of the Series 5 Class B
Second Issuer Notes (the "CONDITIONS") endorsed hereon) to the repayment of such
principal sum of:
Pound Sterling ( pounds sterling)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 5 Class B Second Issuer Note at rates
determined in accordance with the
- --------------------------------------------------------------------------------
218
- --------------------------------------------------------------------------------
Conditions payable quarterly in arrear on each Interest Payment Date and
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
IN WITNESS WHEREOF this registered Series 5 Class B Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class B Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
219
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
220
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
Pound Sterling_______________________________ principal amount of this Series 5
Class B Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ____________________________________________________
as attorney to transfer such principal amount of this Series 5 Class B Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 5 Class B Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
221
- --------------------------------------------------------------------------------
PART O
SERIES 5 CLASS C DEFINITIVE SECOND ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:o] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SECOND ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE SECOND ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
PERMANENT FINANCING (NO. 2) PLC
(Incorporated with limited liability in England with registered number 4623188)
POUND STERLING[26,000,000] SERIES 5 CLASS C ASSET BACKED FLOATING RATE SECOND
ISSUER NOTES DUE [JUNE 2042]
(the "SERIES 5 CLASS C SECOND ISSUER NOTES")
This Series 5 Class C Second Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the "SECOND ISSUER TRUST DEED") dated
[6th March], 2003 made between PERMANENT FINANCING (NO. 2) PLC (the "SECOND
ISSUER") and U.S. BANK NATIONAL ASSOCIATION, as trustee for the holders of the
Series 5 Class C Second Issuer Notes (the "NOTE Trustee") and issued as
registered Series 5 Class C Second Issuer Notes in denominations of Pound
Sterling1,000 or Pound Sterling10,000 each, or integral multiples thereof, or in
such other denominations as the Note Trustee shall determine and notify to the
holders of the relevant Series 5 Class C.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class C Second Issuer Notes, such Series 5 Class C Second Issuer Notes being
in the denomination of Pound Sterling ( pounds sterling)
and is/are entitled on the Interest Payment Date falling in [June 2042] (or on
such earlier date as the principal sum hereinafter mentioned may become
repayable in accordance with the terms and conditions of the Series 5 Class C
Second Issuer Notes (the "CONDITIONS") endorsed hereon) to the repayment of such
principal sum of:
Pound Sterling ( pounds sterling)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in CONDITION
5(C)) endorsed hereon of this Series 5 Class C Second Issuer Note at rates
determined in accordance with the
- --------------------------------------------------------------------------------
222
- --------------------------------------------------------------------------------
Conditions payable quarterly in arrear on each Interest Payment Date and
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Second Issuer Trust
Deed.
IN WITNESS WHEREOF this registered Series 5 Class C Second Issuer Note has been
executed on behalf of the Second Issuer.
PERMANENT FINANCING (NO. 2) PLC
By: ___________________________________________
Director
By: ___________________________________________
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class C Second Issuer Note is duly authenticated
without recourse, warranty or liability.
_________________________________________________
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
- --------------------------------------------------------------------------------
223
- --------------------------------------------------------------------------------
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
- --------------------------------------------------------------------------------
224
- --------------------------------------------------------------------------------
FORM OF TRANSFER OF DEFINITIVE SECOND ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or type name and address (including postal code) of transferee)
Pound Sterling_______________________________ principal amount of this Series 5
Class C Second Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ____________________________________________________
as attorney to transfer such principal amount of this Series 5 Class C Second
Issuer Note in the register maintained by or on behalf of PERMANENT FINANCING
(NO. 2) PLC with full power of substitution.
Signature(s) ________________________________________________
Date: _______________________________________________
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Second Issuer Trust Deed and
the Second Issuer Paying Agent and Agent Bank Agreement (as defined in the
Conditions) and must be executed under the hand of the transferor or, if
the transferor is a corporation, either under its common seal or under the
hand of two of its officers duly authorised in writing and, in such latter
case, the document so authorising such officers must be delivered with this
form of transfer.
2. The signature(s) on this form of transfer must correspond with the name(s)
as it/they appear(s) on the face of this Series 5 Class C Second Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
- --------------------------------------------------------------------------------
225
- --------------------------------------------------------------------------------
SCHEDULE 3
TERMS AND CONDITIONS OF THE SECOND ISSUER NOTES
[to be inserted]
- --------------------------------------------------------------------------------
226
- --------------------------------------------------------------------------------
SCHEDULE 4
PROVISIONS FOR MEETINGS OF NOTEHOLDERS
1. (A) As used in this Schedule the following expressions shall have the
following meanings unless the context otherwise requires:
(i) "VOTING CERTIFICATE" shall mean an English language certificate
issued by a Paying Agent and dated in which it is stated:
(a) that on the date thereof Second Issuer Notes (represented by
a Global Second Issuer Note and not being Second Issuer
Notes in respect of which a block voting instruction has
been issued and is outstanding in respect of the meeting
specified in such voting certificate or any adjourned such
meeting) were (to the satisfaction of such Paying Agent)
held to its order or under its control and that no such
Second Issuer Notes will cease to be so held until the first
to occur of:
(1) the conclusion of the meeting specified in such
certificate or, if applicable, of any adjourned such
meeting; and
(2) the surrender of the certificate to the Paying Agent
who issued the same; and
(b) that the bearer thereof is entitled to attend and vote at
such meeting and any adjourned such meeting in respect of
the Second Issuer Notes represented by such certificate;
(ii) "BLOCK VOTING INSTRUCTION" shall mean an English language
document issued by a Paying Agent and dated in which:
(a) it is certified that Second Issuer Notes (represented by a
Global Second Issuer Note and not being Second Issuer Notes
in respect of which a voting certificate has been issued and
is outstanding in respect of the meeting specified in such
block voting instruction and any adjourned such meeting)
were (to the satisfaction of such Paying Agent) held to its
order or under its control and that no such Second Issuer
Notes will cease to be so held until the first to occur of:
(1) the conclusion of the meeting specified in such
document or, if applicable, of any adjourned such
meeting; and
(2) the surrender to that Paying Agent not less than 48
hours before the time for which such meeting or any
adjourned such meeting is convened of the receipt
issued by such Paying Agent in respect of each such
Second Issuer Note which is to be released or (as the
case may require) the Second Issuer Note or Second
Issuer Notes ceasing with the agreement of that Paying
Agent to be held to its order or under its control and
the giving of notice by that Paying
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Agent to the Second Issuer in accordance with PARAGRAPH
17 hereof of the necessary amendment to the block
voting instruction;
(b) it is certified that each holder of such Second Issuer Notes
has instructed such Paying Agent that the vote(s)
attributable to the Second Issuer Note or Second Issuer
Notes so held should be cast in a particular way in relation
to the resolution or resolutions to be put to such meeting
or any adjourned such meeting and that all such instructions
are during the period commencing 48 hours prior to the time
for which such meeting or any adjourned such meeting is
convened and ending at the conclusion or adjournment thereof
neither revocable nor capable of amendment;
(c) the aggregate principal amount of the Second Issuer Notes so
held are listed distinguishing with regard to each such
resolution between those in respect of which instructions
have been given as aforesaid that the votes attributable
thereto should be cast in favour of the resolution and those
in respect of which instructions have been so given that the
votes attributable thereto should be cast against the
resolution; and
(d) one or more persons named in such document (each hereinafter
called a "PROXY") is or are authorised and instructed by
such Paying Agent to cast the votes attributable to the
Second Issuer Notes so listed in accordance with the
instructions referred to in (c) above as set out in such
document;
(iii) "24 HOURS" shall mean a period of 24 hours including all or part
of a day upon which banks are open for business in both the
place where the relevant meeting is to be held and in each of
the places where the Paying Agents have their specified offices
(disregarding for this purpose the day upon which such meeting
is to be held) and such period shall be extended by one period
or, to the extent necessary, more periods of 24 hours until
there is included as aforesaid all or part of a day upon which
banks are open for business in all of the places as aforesaid;
(iv) "48 HOURS" shall mean a period of 48 hours including all or part
of two days upon which banks are open for business both in the
place where the relevant meeting is to be held and in each of the
places where the Paying Agents have their specified offices
(disregarding for this purpose the day upon which such meeting is
to be held) and such period shall be extended by one period or,
to the extent necessary, more periods of 24 hours until there is
included as aforesaid all or part of two days upon which banks
are open for business in all of the places as aforesaid; and
(v) "SECOND ISSUER NOTES" and "NOTEHOLDERS" shall mean:
(a) in connection with a single meeting of Class A Second Issuer
Noteholders, Class A Second Issuer Notes and Class A Second
Issuer Noteholders, respectively;
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(b) in connection with a meeting of Class B Second Issuer
Noteholders, Class B Second Issuer Notes and Class B
Second Issuer Noteholders respectively; and
(c) in connection with a meeting of Class C Second Issuer
Noteholders, Class C Second Issuer Notes and Class C
Second Issuer Noteholders respectively.
(B) A holder of a Second Issuer Note represented by a Global Second Issuer
Note may obtain a voting certificate in respect of such Second Issuer
Note from a Paying Agent or require a Paying Agent to issue a block
voting instruction in respect of such Second Issuer Note or by such
Second Issuer Note (to the satisfaction of such Paying Agent) being
held to its order or under its control, in each case not less than 48
hours before the time fixed for the relevant meeting and on the terms
set out in SUBPARAGRAPH (A)(i)(a) or (A)(ii)(a) above (as the case may
be), and (in the case of a block voting instruction) instructing such
Paying Agent to the effect set out in SUBPARAGRAPH (A)(II)(b) above.
The holder of any voting certificate or the proxies named in any block
voting instruction shall for all purposes in connection with the
relevant meeting or adjourned meeting of Noteholders be deemed to be
the holder of the Second Issuer Notes to which such voting certificate
or block voting instruction relates and the person holding the same to
the order or under the control of such Paying Agent shall be deemed
for such purposes not to be the holder of those Second Issuer Notes.
(C) (i) A holder of Definitive Second Issuer Notes may, by an instrument
in writing in the English language (a "FORM OF PROXY") signed by
the holder or, in the case of a corporation, executed under its
common seal or signed on its behalf by an attorney or a duly
authorised officer of the corporation and delivered to the
specified office of the Registrar not less than 48 hours before
the time fixed for the relevant meeting, appoint any person (a
"PROXY") to act on his or its behalf in connection with any
meeting of the Noteholders and any adjourned such meeting.
(ii) Any holder of Definitive Second Issuer Notes which is a
corporation may by resolution of its directors or other governing
body authorise any person to act as its representative (a
"REPRESENTATIVE") in connection with any meeting of the
Noteholders and any adjourned such meeting.
(iii) Any proxy appointed pursuant to subparagraph (i) above or
representative appointed pursuant to subparagraph (ii) above
shall so long as such appointment remains in force be deemed,
for all purposes in connection with the relevant meeting or
adjourned meeting of the Noteholders, to be the holder of the
Definitive Second Issuer Notes to which such appointment relates
and the holder of the Definitive Second Issuer Notes shall be
deemed for such purposes not to be the holder.
2. The Second Issuer or the Note Trustee may at any time and the Note Trustee
shall upon a requisition in writing signed by the holders of not less than
one-tenth in principal amount of the Second Issuer Notes for the time being
outstanding convene a meeting of the Noteholders and if the Second Issuer
makes default for a period of seven days in convening such a
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meeting the same may be convened by the Note Trustee or the
requisitionists. Every such meeting shall be held at such time and place as
the Note Trustee may appoint or approve.
3. At least 21 days' notice (exclusive of the day on which the notice is given
and the day on which the meeting is to be held) specifying the place, day
and hour of meeting shall be given to the Noteholders prior to any meeting
of the Noteholders. Such notice, which shall be in the English language,
shall state generally the nature of the business to be transacted at the
meeting thereby convened but (except for an Extraordinary Resolution) it
shall not be necessary to specify in such notice the terms of any
resolution to be proposed. Such notice shall include statements, if
applicable, to the effect that (i) Second Issuer Notes represented by a
Global Second Issuer Note may, not less than 48 hours before the time fixed
for the meeting, be held to the order or under the control of any Paying
Agent (to its satisfaction) for the purpose of obtaining voting
certificates or appointing proxies and (ii) the holders of Definitive
Second Issuer Notes of the relevant class may appoint proxies by executing
and delivering a form of proxy in the English language to the specified
office of the Registrar not less than 48 hours before the time fixed for
the meeting or, in the case of corporations, may appoint representatives by
resolution of their directors or other governing body. A copy of the notice
shall be sent by post to the Note Trustee (unless the meeting is convened
by the Note Trustee) and, to the Second Issuer (unless the meeting is
convened by the Second Issuer).
4. A person (who may but need not be a Noteholder) nominated in writing by the
Note Trustee shall be entitled to take the chair at the relevant meeting or
adjourned meeting but if no such nomination is made or if at any meeting or
adjourned meeting the person nominated shall not be present within 15
minutes after the time appointed for holding the meeting or adjourned
meeting the Noteholders present shall choose one of their number to be
Chairman, failing which the Second Issuer may appoint a Chairman. The
Chairman of an adjourned meeting need not be the same person as was
Chairman of the meeting from which the adjournment took place.
5. Subject to this PARAGRAPH 5 being subject to the provisions of Section
316(b) of the Trust Indenture Act, at any such meeting one or more persons
present holding Second Issuer Notes or voting certificates or being proxies
or representatives and holding or representing in the aggregate not less
than one-twentieth of the principal amount of the Second Issuer Notes for
the time being outstanding shall (except for the purpose of passing an
Extraordinary Resolution) form a quorum for the transaction of business and
no business (other than the choosing of a Chairman) shall be transacted at
any meeting unless the requisite quorum be present at the commencement of
the relevant business. The quorum at any such meeting for passing an
Extraordinary Resolution shall (subject as provided below) be two or more
persons present holding or representing Second Issuer Notes or voting
certificates or being proxies or representatives and holding or
representing in the aggregate not less than 50 per cent. in Principal
Amount Outstanding of the Second Issuer Notes (or, at any adjourned
meeting, two or more persons being or representing Noteholders whatever the
aggregate Principal Amount Outstanding of the Second Issuer Notes so held
or represented) PROVIDED THAT at any meeting the business of which includes
the passing of an Extraordinary Resolution to sanction any of the following
matters (each a "BASIC TERMS MODIFICATION") namely:
(A) reduction or cancellation of the amount payable or, where applicable,
modification, except where such modification is in the opinion of the
Note Trustee bound to result in an increase, of the method of
calculating the amount payable or modification of
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the date of payment or, where applicable, of the method of calculating
the date of payment in respect of any principal or interest in respect
of the Second Issuer Notes;
(B) alteration of the currency in which payments under the Second Issuer
Notes are to be made;
(C) alteration of the quorum or majority required to pass an Extraordinary
Resolution in respect of any such Basic Terms Modification; and
(D) alteration of this proviso or the proviso to PARAGRAPH 6 below,
the quorum for passing the requisite Extraordinary Resolution shall be two
or more persons present holding Second Issuer Notes or voting certificates
or being proxies or representatives and holding or representing in the
aggregate not less than three quarters (or, at any adjourned meeting, not
less than one quarter) of the Principal Amount Outstanding of the Second
Issuer Notes for the time being outstanding.
6. If within 15 minutes (or such longer period not exceeding 30 minutes as the
Chairman may decide) after the time appointed for any such meeting a quorum
is not present for the transaction of any particular business, then,
subject and without prejudice to the transaction of the business (if any)
for which a quorum is present, the meeting shall if convened upon the
requisition of Noteholders be dissolved. In any other case it shall stand
adjourned to the same day in the next week (or if such day is a public
holiday the next succeeding Business Day) at the same time and place
(except in the case of a meeting at which an Extraordinary Resolution is to
be proposed in which case it shall stand adjourned for such period, being
not less than 13 clear days nor more than 42 clear days, and to such place
as may be appointed by the Chairman either at or subsequent to such meeting
and approved by the Note Trustee). If within 15 minutes (or such longer
period not exceeding 30 minutes as the Chairman may decide) after the time
appointed for any adjourned meeting a quorum is not present for the
transaction of any particular business, then, subject and without prejudice
to the transaction of the business (if any) for which a quorum is present,
the Chairman may either (with the approval of the Note Trustee) dissolve
such meeting or adjourn the same for such period, being not less than 13
clear days (but without any maximum number of clear days), and to such
place as may be appointed by the Chairman either at or subsequent to such
adjourned meeting and approved by the Note Trustee, and the provisions of
this sentence shall apply to all further adjourned such meetings. At any
adjourned meeting one or more persons present holding Definitive Second
Issuer Notes or voting certificates or being proxies or representatives
(whatever the principal amount of the Second Issuer Notes so held or
represented by them) shall (subject as provided below) form a quorum and
shall (subject as provided below) have power to pass any Extraordinary
Resolution or other resolution and to decide upon all matters which could
properly have been dealt with at the meeting from which the adjournment
took place had the requisite quorum been present PROVIDED THAT at any
adjourned meeting the quorum for the transaction of business comprising any
of the matters specified in the proviso to PARAGRAPH 5 above shall be one
or more persons present holding Definitive Second Issuer Notes or voting
certificates or being proxies or representatives and holding or
representing in the aggregate not less than one-third of the principal
amount of the Second Issuer Notes for the time being outstanding.
7. Notice of any adjourned meeting at which an Extraordinary Resolution is to
be submitted shall be given in the same manner as notice of an original
meeting but as if 10 were
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substituted for 21 in PARAGRAPH 3 above and such notice shall state the
relevant quorum. Subject as aforesaid it shall not be necessary to give any
notice of an adjourned meeting.
8. Every question submitted to a meeting shall be decided in the first
instance by a show of hands and in case of equality of votes the Chairman
shall both on a show of hands and on a poll have a casting vote in addition
to the vote or votes (if any) to which he may be entitled as a Noteholder
or as a holder of a voting certificate or as a proxy or as a
representative.
9. At any meeting unless a poll is (before or on the declaration of the result
of the show of hands) demanded by the Chairman, the Second Issuer, the Note
Trustee or any person present holding a Definitive Second Issuer Note or a
voting certificate or being a proxy or representative (whatever the
principal amount of the Second Issuer Notes so held or represented by him)
a declaration by the Chairman that a resolution has been carried or carried
by a particular majority or lost or not carried by a particular majority
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such resolution.
10. Subject to PARAGRAPH 12 below, if at any such meeting a poll is so demanded
it shall be taken in such manner and subject as hereinafter provided either
at once or after an adjournment as the Chairman directs and the result of
such poll shall be deemed to be the resolution of the meeting at which the
poll was demanded as at the date of the taking of the poll. The demand for
a poll shall not prevent the continuance of the meeting for the transaction
of any business other than the motion on which the poll has been demanded.
11. The Chairman may with the consent of (and shall if directed by) any such
meeting adjourn the same from time to time and from place to place but no
business shall be transacted at any adjourned meeting except business which
might lawfully (but for lack of required quorum) have been transacted at
the meeting from which the adjournment took place.
12. Any poll demanded at any such meeting on the election of a Chairman or on
any question of adjournment shall be taken at the meeting without
adjournment.
13. The Note Trustee and its lawyers and any director, officer or employee of a
corporation being a trustee of the Second Issuer Trust Deed and any
director or officer of the Second Issuer and its lawyers and any other
person authorised so to do by the Note Trustee may attend and speak at any
meeting. Save as aforesaid, but without prejudice to the definition of
"Principal Amount Outstanding", no person shall be entitled to attend and
speak nor shall any person be entitled to vote at any meeting of the
Noteholders or join with others in requesting the convening of such a
meeting or to exercise the rights conferred on the Noteholders by CLAUSE 10
of the Second Issuer Trust Deed unless he either produces Second Issuer
Note(s) or a voting certificate or is a proxy or a representative or is the
holder of a Definitive Second Issuer Note or Definitive Second Issuer
Notes. No person shall be entitled to vote at any meeting in respect of
Second Issuer Notes held by, for the benefit of, or on behalf of, the
Second Issuer or the Borrowers. Nothing herein shall prevent any of the
proxies named in any block voting instruction or form of proxy or any
representative from being a director, officer or representative of or
otherwise connected with the Second Issuer.
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14. Subject as provided in PARAGRAPH 13 hereof at any meeting:
(A) on a show of hands every person who is present in person and produces
a voting certificate or is a holder of Second Issuer Notes or is a
proxy or representative shall have one vote; and
(B) on a poll every person who is so present shall have one vote in
respect of each Pound Sterling1, US$1 or (EURO)1 (or such other amount
as the Note Trustee may in its absolute discretion stipulate) in
principal amount of the Second Issuer Notes represented by the voting
certificate so produced or in respect of which he is a proxy or
representative or in respect of which he is the holder.
Without prejudice to the obligations of the proxies named in any block
voting instruction or form of proxy any person entitled to more than one
vote need not use all his votes or cast all the votes to which he is
entitled in the same way.
15. The proxies named in any block voting instruction or form of proxy and
representatives need not be Noteholders.
16. Each block voting instruction together (if so requested by the Note
Trustee) with proof satisfactory to the Note Trustee of its due execution
on behalf of the relevant Paying Agent and each form of proxy shall be
deposited by the relevant Paying Agent or (as the case may be) by the
Registrar at such place as the Note Trustee shall approve not less than 24
hours before the time appointed for holding the meeting or adjourned
meeting at which the proxies named in the block voting instruction or form
of proxy propose to vote and in default the block voting instruction or
form of proxy shall not be treated as valid unless the Chairman of the
meeting decides otherwise before such meeting or adjourned meeting proceeds
to business. A notarially certified copy of each block voting instruction
and form of proxy shall be deposited with the Note Trustee before the
commencement of the meeting or adjourned meeting but the Note Trustee shall
not thereby be obliged to investigate or be concerned with the validity of
or the authority of the proxies named in any such block voting instruction
or form of proxy.
17. Any vote given in accordance with the terms of a block voting instruction
or form of proxy shall be valid notwithstanding the previous revocation or
amendment of the block voting instruction or form of proxy or of any of the
Noteholders' instructions pursuant to which it was executed provided that
no intimation in writing of such revocation or amendment shall have been
received from the relevant Paying Agent or in the case of a Definitive
Second Issuer Note from the holder thereof by the Second Issuer at its
registered office (or such other place as may have been required or
approved by the Note Trustee for the purpose) by the time being 24 hours
and 48 hours respectively before the time appointed for holding the meeting
or adjourned meeting at which the block voting instruction or form of proxy
is to be used.
18. Subject always to the provisions of CLAUSE 18 of the Second Issuer Trust
Deed and Section 316(b) of the Trust Indenture Act, a meeting of the
Noteholders shall in addition to the powers hereinbefore given have the
following powers exercisable only by Extraordinary Resolution (subject to
the provisions relating to quorum contained in PARAGRAPHS 5 and 6 above)
namely:
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(A) power to sanction any compromise or arrangement proposed to be made
between the Second Issuer, the Note Trustee, any appointee of the Note
Trustee and the Noteholders or any of them;
(B) power to sanction any abrogation, modification, compromise or
arrangement in respect of the rights of the Note Trustee, any
appointee of the Note Trustee, the Noteholders or the Second Issuer
against any other or others of them or against any other party to any
of the Transaction Documents or against any of their property whether
such rights shall arise under the Second Issuer Trust Deed, any other
Transaction Document or otherwise;
(C) power to assent to any modification of the provisions of the
Conditions, the Second Issuer Trust Deed or any other Transaction
Document which shall be proposed by the Second Issuer, the Note
Trustee, or any Noteholder or any other person;
(D) power to give any authority or sanction which under the provisions of
the Conditions or the Second Issuer Trust Deed is required to be given
by Extraordinary Resolution;
(E) power to appoint any persons (whether Noteholders or not) as a
committee or committees to represent the interests of the Noteholders
and to confer upon such committee or committees any powers or
discretions which the Noteholders could themselves exercise by
Extraordinary Resolution;
(F) power to approve of a person to be appointed a trustee and power to
remove any trustee or trustees for the time being of the Second Issuer
Trust Deed;
(G) power to discharge or exonerate the Note Trustee and/or any appointee
of the Note Trustee from all liability in respect of any act or
omission for which the Note Trustee and/or such appointee may have
become responsible under the Second Issuer Trust Deed;
(H) power to authorise the Note Trustee and/or any appointee of the Note
Trustee to concur in and execute and do all such deeds, instruments,
acts and things as may be necessary to carry out and give effect to
any Extraordinary Resolution; and
(I) power to sanction any scheme or proposal for the exchange or sale of
the Second Issuer Notes for or the conversion of the Second Issuer
Notes into or the cancellation of the Second Issuer Notes in
consideration of shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or notes of the Second Issuer or
any other company formed or to be formed, or for or into or in
consideration of cash, or partly for or into or in consideration of
such shares, stock, notes, bonds, debentures, debenture stock and/or
other obligations and/or notes as aforesaid and partly for or into or
in consideration of cash and for the appointment of some person with
power on behalf of the Noteholders to execute an instrument of
transfer of the Definitive Second Issuer Notes held by them in favour
of the persons with or to whom the Second Issuer Notes are to be
exchanged or sold respectively,
PROVIDED THAT:
(i) no Extraordinary Resolution of the Class A Second Issuer Noteholders
or the Class B Second Issuer Noteholders or the Class C Second Issuer
Noteholders to sanction a
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modification of the Conditions, the Second Issuer Trust Deed or any of
the other Transaction Documents or a waiver or authorisation of any
breach or proposed breach of any of the provisions of the Conditions,
the Second Issuer Trust Deed or any of the other Transaction Documents
shall be effective for any purpose unless either:
(a) the Note Trustee is of the opinion that it will not be materially
prejudicial to the interests of (in the case of an Extraordinary
Resolution of the Class A Second Issuer Noteholders) the Class B
Second Issuer Noteholders and the Class C Second Issuer
Noteholders or (in the case of an Extraordinary Resolution of the
Class B Second Issuer Noteholders) the Class C Second Issuer
Noteholders; or
(b) it shall have been sanctioned by an Extraordinary Resolution of
(in the case of an Extraordinary Resolution of the Class A Second
Issuer Noteholders) the Class B Second Issuer Noteholders and the
Class C Second Issuer Noteholders or (in the case of an
Extraordinary Resolution of the Class B Second Issuer
Noteholders) the Class C Second Issuer Noteholders;
(ii) no Extraordinary Resolution of the Class B Second Issuer Noteholders
shall be effective for any purpose while any Class A Second Issuer
Notes remain outstanding unless either (aa) the Note Trustee is of the
opinion that it will not be materially prejudicial to the interests of
the Class A Second Issuer Noteholders or (bb) it is sanctioned by an
Extraordinary Resolution of the Class A Second Issuer Noteholders; and
(iii) no Extraordinary Resolution of the Class C Second Issuer Noteholders
shall be effective for any purpose while any Class A Second Issuer
Notes or Class B Second Issuer Notes remain outstanding unless either
(aa) the Note Trustee is of the opinion that it will not be
materially prejudicial to the interests of the Class A Second Issuer
Noteholders and/or the Class B Second Issuer Noteholders (as the case
may be) or (bb) it is sanctioned by an Extraordinary Resolution of
the Class A Second Issuer Noteholders and/or the Class B Second
Issuer Noteholders (as the case may be).
19. Subject to the provisos to PARAGRAPH 18 and to the provisions of Section
316(b) of the Trust Indenture Act, any resolution passed at a meeting of
the Noteholders duly convened and held in accordance with the Second Issuer
Trust Deed shall be binding upon the Noteholders of all classes whether
present or not present at such meeting and whether or not voting and each
of them shall be bound to give effect thereto accordingly and the passing
of any such resolution shall be conclusive evidence that the circumstances
justify the passing thereof. Notice of the result of the voting on any
resolution duly considered by the Noteholders shall be given by the Second
Issuer to the Noteholders in accordance with CONDITION 14 within 14 days of
such result being known PROVIDED THAT the non-publication of such notice
shall not invalidate such result.
20. (A) A resolution which in the opinion of the Note Trustee affects the
interests of the holders of one class only of the Class A Second
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class A Second Issuer Notes of that
class.
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(B) A resolution which, in the opinion of the Note Trustee, affects the
interests of the holders of any two or more classes of the Class A
Second Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more classes of the Class A Second
Issuer Notes, shall be deemed to have been duly passed if passed at a
single meeting of the holders of such two or more classes series of
the Class A Second Issuer Notes.
(C) A resolution which in the opinion of the Note Trustee affects the
interests of the holders of any two or more classes of the Class A
Second Issuer Notes and gives or may give rise to a conflict of
interest between the holders of such two or more classes of the Class
A Second Issuer Notes shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the holders of such
two or more classes of the Class A Second Issuer Notes, it shall be
duly passed at separate meetings of the holders of such two or more
classes of the Class A Second Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class A Second Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding of
any Class A Second Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rate and
the Principal Amount Outstanding of any Class A Second Issuer Note
denominated in euro shall be converted into sterling at the relevant
Euro Currency Swap Rate.
21. (A) A resolution which, in the opinion of the Note Trustee, affects the
interests of the holders of one class only of the Class B Second
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class B Second Issuer Notes of that
class.
(B) A resolution which, in the opinion of the Note Trustee, affects the
interests of the holders of any two or more classes of the Class B
Second Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more classes of the Class B Second
Issuer Notes, shall be deemed to have been duly passed if passed at a
single meeting of the holders of such two or more classes of the Class
B Second Issuer Notes.
(C) A resolution which, in the opinion of the Note Trustee, affects the
interests of the holders of any two or more classes of the Class B
Second Issuer Notes and gives or may give rise to a conflict of
interest between the holders of such two or more classes of the Class
B Second Issuer Notes, shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the holders of such
two or more classes of the Class B Second Issuer Notes, it shall be
duly passed at separate meetings of the holders of such two or more
classes of the Class B Second Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class B Second Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding of
any Class B Second Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rate.
22. (A) A resolution which, in the opinion of the Note Trustee, affects the
interests of the holders of one class only of the Class C Second
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class C Second Issuer Notes of that
class.
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(B) A resolution which, in the opinion of the Note Trustee, affects the
interests of the holders of any two or more classes of the Class C
Second Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more classes of the Class C Second
Issuer Notes, shall be deemed to have been duly passed if passed at a
single meeting of the holders of such two or more classes of the Class
C Second Issuer Notes.
(C) A resolution which, in the opinion of the Note Trustee, affects the
interests of the holders of any two or more classes of the Class C
Second Issuer Notes and gives or may give rise to a conflict of
interest between the holders of such two or more classes of the Class
C Second Issuer Notes, shall be deemed to have been duly passed only
if, in lieu of being passed at a single meeting of the holders of such
two or more classes of the Class C Second Issuer Notes, it shall be
duly passed at separate meetings of the holders of such two or more
classes of the Class C Second Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class C Second Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding of
any Class C Second Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rates.
23. The expression "EXTRAORDINARY RESOLUTION" when used in the Second Issuer
Trust Deed means (a) a resolution passed at a meeting of the Noteholders of
a relevant class of Second Issuer Notes duly convened and held in
accordance with the provisions of this SCHEDULE 4 by a majority consisting
of not less than three-fourths of the persons voting thereat upon a show of
hands or if a poll is duly demanded by a majority consisting of not less
than three-fourths of the votes cast on such poll or (b) a resolution in
writing signed by or on behalf of all the Noteholders of a relevant class
of Second Issuer Notes, which resolution in writing may be contained in one
document or in several documents in like form each signed by or on behalf
of one or more of the Noteholders of a relevant class of Second Issuer
Notes.
24. Minutes of all resolutions and proceedings at every meeting of the
Noteholders shall be made and entered in books to be from time to time
provided for that purpose by the Second Issuer and any such Minutes as
aforesaid if purporting to be signed by the Chairman of the meeting at
which such resolutions were passed or proceedings transacted shall be
conclusive evidence of the matters therein contained and until the contrary
is proved every such meeting in respect of the proceedings of which Minutes
have been made shall be deemed to have been duly held and convened and all
resolutions passed or proceedings transacted thereat to have been duly
passed or transacted.
25. Subject to all other provisions of the Second Issuer Trust Deed the Note
Trustee may without the consent of the Second Issuer or the Noteholders
prescribe such further regulations regarding the requisitioning and/or the
holding of meetings of Noteholders and attendance and voting thereat as the
Note Trustee may in its sole discretion think fit.
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DATED [6TH MARCH], 2003
PERMANENT FINANCING (NO. 2) PLC
AND
U.S. BANK NATIONAL ASSOCIATION
- --------------------------------------------------------------------------------
SECOND ISSUER TRUST DEED
CONSTITUTING
US$[1,000,000,000] SERIES 1 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [MARCH 2004]
US$[34,000,000] SERIES 1 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
US$[34,000,000] SERIES 1 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
US$[1,750,000,000] SERIES 2 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [SEPTEMBER 2007]
US$[61,000,000] SERIES 2 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
US$[61,000,000] SERIES 2 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
(EURO)[1,250,000,000] SERIES 3 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [DECEMBER 2032]
(EURO)[43,500,000] SERIES 3 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
(EURO)[43,500,000] SERIES 3 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
US$[1,750,000,000] SERIES 4 CLASS A ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [DECEMBER 2009]
(EURO)[56,500,000] SERIES 4 CLASS B ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
(EURO)[56,500,000] SERIES 4 CLASS C ASSET BACKED FLOATING RATE SECOND ISSUER
NOTES DUE [JUNE 2042]
POUND STERLING[750,000,000] SERIES 5 CLASS A ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [JUNE 2042]
POUND STERLING[26,000,000] SERIES 5 CLASS B ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [JUNE 2042]
POUND STERLING[26,000,000] SERIES 5 CLASS C ASSET BACKED FLOATING RATE
SECOND ISSUER NOTES DUE [JUNE 2042]
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ALLEN & OVERY
London
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CONTENTS
CLAUSE PAGE
1. Definitions...............................................................1
2. Covenant to Repay and to pay Interest on Second Issuer Notes..............2
3. Form and Issue of Second Issuer Notes.....................................5
4. Replacement of Second Issuer Notes........................................8
5. Register, Transfer and Exchange of Second Issuer Notes....................8
6. Fees, Duties and Taxes...................................................11
7. Covenant of Compliance...................................................11
8. Cancellation of Second Issuer Notes and Records..........................11
9. Enforcement..............................................................12
10. Proceedings, Actions and Indemnification.................................13
11. Discharge of Payment.....................................................13
12. Partial Payments.........................................................14
13. Covenants by the Second Issuer...........................................14
14. Remuneration and Indemnification of the Note Trustee.....................19
15. Supplement to Trustee Acts...............................................21
16. Note Trustee's Liability.................................................28
17. Note Trustee contracting with the Second Issuer..........................29
18. Waiver, Authorisation and Determination..................................30
19. Entitlement to treat Noteholder as Absolute Owner........................31
20. Currency Indemnity.......................................................31
21. Eligibility and Disqualification; New Note Trustee.......................32
22. Note Trustee's Retirement and Removal....................................33
23. Note Trustee's Powers to be Additional...................................33
24. Notices..................................................................33
25. Rights of Third Parties..................................................35
26. Trust Indenture Act Prevails.............................................35
27. Certificates and Opinions................................................35
28. Governing Law............................................................36
29. Counterparts.............................................................36
30. Submission to Jurisdiction...............................................36
SCHEDULE
1. Forms of Global Second Issuer Notes......................................38
2. Forms of Definitive Second Issuer Notes.................................164
3. Terms and Conditions of the First Issuer Notes..........................225
4. Provisions for Meetings of Noteholders..................................226
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