Draft: 25/02/03
Exhibit 10.2.2
FORM OF SERIES 1 CLASS A SWAP CONFIRMATION
From: [o]
To: Permanent Financing (No. 2) PLC
Blackwell House
Guildhall Yard
London
EC2V 5AE
Attention: The Secretary
To: State Street Bank and Trust Company
1 Canada Square
Canary Wharf
London
E14 5AF
Attention: Corporate Trust
[o] [o], 2003
Dear Sirs,
CONFIRMATION - SERIES 1 CLASS A DOLLAR TO STERLING CURRENCY SWAP
The purpose of this letter is to confirm the terms and conditions of the swap
transactions entered into between us on the Trade Date specified below (the
"SWAP TRANSACTIONS"). This letter constitutes a "CONFIRMATION" as referred to in
the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (Series 1 Class A)
entered into between us, you and State Street Bank and Trust Company (the
"SECURITY TRUSTEE") dated as of [o][o], 2003 as amended and supplemented from
time to time (the "AGREEMENT").
The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"DEFINITIONS") are incorporated into this Confirmation. In the event of any
inconsistency between any of the following, the first listed shall govern (i)
this Confirmation; (ii) the Master Definitions Schedule; and (iii) the
Definitions.
The term "TRANSACTION" as used herein shall, for the purposes of the
Definitions, have the same meaning as "SWAP TRANSACTION".
1. The following terms relate to all Transactions to which this Confirmation
relates:
Party A: [o]
Party B: Permanent Financing (No. 2) PLC
Trade Date: [o], 2003
Effective Date: [o], 2003
Termination Date: The earlier of the Party A Payment Date
falling in [o] and the date on which all
of the Series 1 Class A Second Issuer
Notes are redeemed in full.
Dollar Currency Exchange Rate: [o] USD per GBP
Business Days: London Business Day, New York Business
Day and TARGET Business Day
Business Day Convention: Following
Calculation Agent: Party A
Party A Floating Amounts:
Party A Currency Amount: In respect of each Party A Calculation
Period, an amount in Dollars equal to
the principal amount outstanding of the
Series 1 Class A Second Issuer Notes on
the first day of such Calculation Period
(after taking into account any
redemption on such day).
Party A Payment Dates: The 10th day of each month from and
including [o], 2003 up to and including
the Termination Date, provided that upon
the occurrence of a Trigger Event or the
enforcement of the Second Issuer
Security in accordance with the Second
Issuer Deed of Charge, the Party A
Payment Dates shall occur on each
Quarterly Interest Payment Date from and
including the first Quarterly Interest
Payment Date following the occurrence of
such Trigger Event or such enforcement
of the Second Issuer Security, as
applicable, up to and including the
Termination Date.
Party A Floating Rate: In respect of each Party A Calculation
Period, One-Month USD-LIBOR for
one-month Dollar deposits determined in
respect of the first day of such Party A
Calculation Period.
Spread: [o] per cent.
Rounding Convention: Rounded to the nearest cent
Party A Floating Rate Day
2
Count Fraction: Actual/360
Party A Compounding: Compounding shall be applicable in
respect of each Party A Calculation
Period of two or three months.
Party A Compounding Dates: The 10th day of each month for each
Party A Calculation Period to which
compounding applies from and including
the first day of the first Party A
Calculation Period to which Compounding
applies up to and including the last day
prior to the Termination Date that is
the 10th day of a month and the
Termination Date.
Party A Compounding Period: Means in respect of a Party A
Calculation Period to which Compounding
applies, each period from and including
one Party A Compounding Date to but
excluding the next Party A Compounding
Date.
Party B Floating Amounts:
Party B Currency Amount: In respect of each Party B Calculation
Period, an amount in Sterling equivalent
to the Party A Currency Amount for the
Party A Calculation Period commencing on
the first day of such Party B
Calculation Period, converted by
reference to the Dollar Currency
Exchange Rate.
Party B Payment Dates: Each Quarterly Interest Payment Date
from and including the Quarterly
Interest Payment Date falling in [o],
2003 up to the Termination Date, and the
Termination Date.
Party B Floating Rate: In respect of Each Party B Calculation
Period, Sterling-LIBOR determined in
respect of the first day of such Party B
Calculation Period.
Spread: [o] per cent.
Party B Floating Rate Day
Count Fraction: Actual/365(Fixed)
Rounding Convention: Rounded to the nearest penny
Initial Exchange:
Initial Exchange Date: Effective Date
Party A Initial
Exchange Amount: GBP [o]
3
Party B Initial
Exchange Amount: USD [1,000,000,000]
Interim Exchange:
Interim Exchange Dates: Each Quarterly Interest Payment Date
(other than the Termination Date) on
which any of the Series 1 Class A Second
Issuer Notes are redeemed in whole or in
part.
Party A Interim
Exchange Amount: In respect of each Interim Exchange
Date, an amount in Dollars equal to the
amount of the Series 1 Class A Second
Issuer Notes redeemed on such Interim
Exchange Date.
Party B Interim
Exchange Amount: In respect of each Interim Exchange
Date, the Sterling equivalent of the
Party A Interim Exchange Amount for such
Interim Exchange Date converted by
reference to the Dollar Currency
Exchange Rate.
Final Exchange:
Final Exchange Date: Termination Date
Party A Final Exchange Amount: An amount in Dollars equal to the
principal amount outstanding of the
Series 1 Class A Second Issuer Notes on
the Final Exchange Date (before taking
into account any redemption on such
day).
Party B Final Exchange Amount: The Sterling equivalent of the Party A
Final Exchange Amount for the Final
Exchange Date converted by reference to
the Dollar Currency Exchange Rate.
3. Account Details:
Payments to Party A
in Dollars: Bank: [o]
Account Number: [o]
SWIFT: [o]
ABA No.: [o]
4
Payments to Party A
in Sterling: Bank: [o]
Sort Code [o]
Account Number: [o]
SWIFT: [o]
Payments to Party B
in USD: Bank: [o]
Credit Account: [o]
New York SWIFT: [o]
FAO: [o]
London SWIFT: [o]
Reference: [o]
Payments to Party B
in Sterling: Bank: [o]
Account Number: [o]
Sort Code: [o]
Reference: [o]
[It is agreed by the parties that payments made by Party A to the
Principal Paying Agent in accordance with the settlement instructions, as
detailed above, shall be considered as absolute and conclusive discharge
of Party A's obligations to Party B in respect of such payment, regardless
of whether the Principal Paying Agent makes a payment in turn to Party B.
This shall continue to be the case until Party B changes its account in
accordance with Section 2(b) of the Agreement.]
4. Notice Details:
Party A: [o]
Address: [o]
Facsimile Number: [o]
Attention: [o]
5
Party B: Permanent Financing (No.2) PLC
Address: Blackwell House
Guildhall Yard
London
EC2V 5AE
Facsimile Number: 020 7566 0975
Attention: The Secretary
With a copy to: (i) the Security Trustee:
Name: State Street Bank and Trust Company
Address: 1 Canada Square
Canary Wharf
London
E14 5AF
Facsimile Number: 020 7416 2548
Attention: Corporate Trust
(ii) HBOS Treasury Services plc:
Address: 33 Old Broad Street
London
EC2N 1HZ
Facsimile Number: 020 7574 8784
Attention: Head of Capital Markets and Securitisation
Yours faithfully,
[o]
By:
Name:
Title:
Confirmed as of the date first written:
PERMANENT FINANCING (NO. 2) PLC
6
By:
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title:
7