FOURTH ISSUER TRUST DEED
DATED [{circle}], 2004
PERMANENT FINANCING (NO. 4) PLC
AND
THE BANK OF NEW YORK
CONSTITUTING
U.S.$1,500,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE NOTES DUE
MARCH 2005
U.S.$50,000,000 SERIES 1 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
U.S.$55,000,000 SERIES 1 CLASS M ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
U.S.$1,750,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE NOTES DUE
MARCH 2009
U.S.$41,000,000 SERIES 2 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
U.S.$45,000,000 SERIES 2 CLASS M ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
U.S.$38,000,000 SERIES 2 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
U.S.$1,500,000,000 SERIES 3 CLASS A ASSET BACKED FLOATING RATE NOTES DUE
[{circle}]
U.S.$35,000,000 SERIES 3 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
U.S.$38,000,000 SERIES 3 CLASS M ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
U.S.$32,000,000 SERIES 3 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
E1,000,000,000 SERIES 4 CLASS A1 ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
{GBP]600,000,000 SERIES 4 CLASS A2 ASSET BACKED FLOATING RATE
NOTES DUE JUNE 2042
E65,000,000 SERIES 4 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
E68,000,000 SERIES 4 CLASS M ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
E{circle} SERIES 4 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
E700,000,000 SERIES 5 CLASS A ASSET BACKED FIXED RATE NOTES DUE JUNE 2042
E17,000,000 SERIES 5 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
E18,000,000 SERIES 5 CLASS M ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
E15,000,000 SERIES 5 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE
2042
[LOGO ALLEN AND OVERY]
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions........................................................ 1
2. Covenant to Repay and to Pay Interest on Fourth Issuer Notes....... 2
3. Form and Issue of Fourth Issuer Notes.............................. 5
4. Replacement of Fourth Issuer Notes................................. 8
5. Register, Transfer and Exchange of Fourth Issuer Notes............. 8
6. Fees, Duties and Taxes............................................. 11
7. Covenant of Compliance............................................. 11
8. Cancellation of Fourth Issuer Notes and Records.................... 11
9. Enforcement........................................................ 12
10. Proceedings, Actions and Indemnification........................... 12
11. Discharge of Payment............................................... 13
12. Partial Payments................................................... 13
13. Covenants by the Fourth Issuer..................................... 14
14. Remuneration and Indemnification of the Note Trustee............... 19
15. Supplement to Trustee Acts......................................... 20
16. Note Trustee's Liability........................................... 28
17. Note Trustee Contracting with the Fourth Issuer.................... 28
18. Waiver, Authorisation and Determination............................ 29
19. Entitlement to Treat Noteholder as Absolute Owner.................. 30
20. Currency Indemnity................................................. 31
21. Eligibility and Disqualification; New Note Trustee................. 31
22. Note Trustee's Retirement and Removal.............................. 32
23. Note Trustee's Powers to be Additional............................. 33
24. Notices............................................................ 33
25. Rights of Third Parties............................................ 34
26. Trust Indenture Act Prevails....................................... 34
27. Certificates and Opinions.......................................... 34
28. Governing Law...................................................... 35
29. Counterparts....................................................... 35
30. Submission to Jurisdiction......................................... 35
SCHEDULE
1. Forms of Global Fourth Issuer Notes................................ 36
2. Forms of Definitive Fourth Issuer Notes............................ 207
3. Terms and Conditions of the Fourth Issuer Notes.................... 291
4. Provisions for Meetings of Noteholders............................. 292
Signatories.............................................................. 304
THIS FOURTH ISSUER TRUST DEED is made on [{circle}], 2004
BETWEEN:
(1) PERMANENT FINANCING (NO. 4) PLC (registered number 4988201) whose
registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE
(the FOURTH ISSUER); and
(2) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at 48th Floor, One Canada Square, London E14 5AL (acting in
its capacity as Note Trustee) as trustee for the Noteholders which
expression shall include such company and all other persons and companies
for the time being acting as note trustee under this Deed.
WHEREAS:
(A) By a resolution of a duly authorised Board of Directors of the Fourth
Issuer passed on [{circle}], 2004 the Fourth Issuer has resolved to issue
the Fourth Issuer Notes which are constituted by this Deed and secured by
the Fourth Issuer Deed of Charge.
(B) 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 FOURTH ISSUER TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED:
1. DEFINITIONS
1.1 The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Deed and dated [{circle}],
2004 (as the same may be amended, varied or supplemented from time to
time with the consent of the parties to this Deed) (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the fourth issuer master
definitions and construction schedule, signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood on
[{circle}], 2004 (as the same may be amended, varied or supplemented from
time to time) (the FOURTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) are expressly and specifically incorporated into this Deed and,
accordingly, the expressions defined in the Master Definitions and
Construction Schedule and the Fourth Issuer Master Definitions and
Construction Schedule (as so amended, varied or supplemented from time to
time) shall, except where the context otherwise requires and save where
otherwise defined herein, have the same meanings in this Deed. In the
event of a conflict between the Master Definitions and Construction
Schedule and the Fourth Issuer Master Definitions and Construction
Schedule, the Fourth Issuer Master Definitions Schedule shall prevail.
1.2 (a) All references in these presents to principal and/or interest in
respect of the Fourth Issuer Notes or to any monies payable by the
Fourth 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 2.2.
(b) All references in these presents to {pound-sterling}, [GBP],
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 E, 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 $, U.S.$ or U.S. DOLLARS shall be
1
construed as references to the lawful currency or currency unit for
the time being of the United States of America.
(c) All references in this Deed to THESE PRESENTS means this Deed, the
schedules hereto, the Fourth Issuer Notes, the Conditions, any deed
expressed to be supplemental hereto or thereto and the Fourth 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.
(d) 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.
(e) 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.
(f) All references in these presents to taking proceedings against the
Fourth Issuer shall be deemed to include references to proving in
the winding up of the Fourth Issuer.
(g) 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.
(h) 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.
(i) 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 rules have the meanings assigned to them in the Trust
Indenture Act.
(j) Wherever in this Deed there is a requirement for the consent of,
or a request from, the Fourth Issuer Noteholders, then, for so
long as any of the Fourth Issuer Notes is represented by a Fourth
Issuer Global Note registered in the name of DTC or its nominee,
DTC may mail an Omnibus Proxy to the Fourth Issuer in accordance
with and in the form used by DTC as part of its usual procedures
from time to time. Such Omnibus Proxy shall assign the right to
give such consent or, as the case may be,make such request to
DTC's direct participants as of the record date specified therein
and any such assignee participant may give the relevant consent
or, as the case may be, make the relevant request in accordance
with this Deed.
2. COVENANT TO REPAY AND TO PAY INTEREST ON FOURTH ISSUER NOTES
2.1 The aggregate principal amount of:
(a) the Series 1 Class A Fourth Issuer Notes is limited to
U.S.$1,500,000,000;
2
(b) the Series 1 Class B Fourth Issuer Notes is limited to
U.S.$50,000,000;
(c) the Series 1 Class M Fourth Issuer Notes is limited to
U.S.$55,000,000;
(d) the Series 1 Class C Fourth Issuer Notes is limited to
U.S.$[{circle}];
(e) the Series 2 Class A Fourth Issuer Notes is limited to
U.S.$1,750,000,000;
(f) the Series 2 Class B Fourth Issuer Notes is limited to
U.S.$41,000,000;
(g) the Series 2 Class M Fourth Issuer Notes is limited to
U.S.$45,000,000;
(h) the Series 2 Class C Fourth Issuer Notes is limited to
U.S.$38,000,000;
(i) the Series 3 Class A Fourth Issuer Notes is limited to
U.S.$1,500,000,000;
(j) the Series 3 Class B Fourth Issuer Notes is limited to
U.S.$35,000,000;
(k) the Series 3 Class M Fourth Issuer Notes is limited to
U.S.$38,000,000;
(l) the Series 3 Class C Fourth Issuer Notes is limited to
U.S.$32,000,000;
(m) the Series 4 Class A1 Fourth Issuer Notes is limited to
E1,000,000,000;
(n) the Series 4 Class A2 Fourth Issuer Notes is limited to
[GBP]600,000,000;
(o) the Series 4 Class B Fourth Issuer Notes is limited to
E65,000,000;
(p) the Series 4 Class M Fourth Issuer Notes is limited to
E68,000,000;
(q) the Series 4 Class C Fourth Issuer Notes is limited to
E[{circle}];
(r) the Series 5 Class A Fourth Issuer Notes is limited to
[GBP]700,000,000;
(s) the Series 5 Class B Fourth Issuer Notes is limited to
E17,000,000;
(t) the Series 5 Class M Fourth Issuer Notes is limited to E18,000,000
and
(u) the Series 5 Class C Fourth Issuer Notes is limited to
E15,000,000.
2.2 The Fourth Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity of
the Fourth 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, U.S. dollars or sterling, as applicable, in
London or New York City, as applicable, in immediately available funds
the principal amount of the Fourth Issuer Notes repayable on that date
and shall in the meantime and until the due date for the final maturity
of the Fourth 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 Fourth 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:
3
(a) every payment of principal or interest in respect of the Fourth
Issuer Notes to or to the account of the Principal Paying Agent,
in the manner provided in the Fourth Issuer Paying Agent and Agent
Bank Agreement, shall operate in satisfaction pro tanto of the
relative covenant by the Fourth Issuer in this CLAUSE 2.2 except
to the extent that there is default in the subsequent payment
thereof in accordance with the Conditions to the Noteholders;
(b) 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
Fourth 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, 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);
(c) in any case where payment of the whole or any part of the
principal amount of any Fourth Issuer Note is improperly withheld
or refused upon due presentation thereof (other than in
circumstances contemplated by proviso (b) 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 Fourth Issuer Note, payment
of the full amount (including interest as aforesaid) in euro, U.S.
dollars or sterling, as applicable, payable in respect of such
Fourth 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, U.S. dollars or sterling, as
applicable, payable in respect of such Fourth Issuer Note is
available for payment, provided that, upon further presentation
thereof being duly made, such payment is made; and
(d) notwithstanding any other provision of this Deed, the right of any
Noteholder to receive payment of principal and interest on the
Fourth Issuer Notes, on or after the respective due dates
expressed in the Fourth 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 Fourth 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.
2.3 At any time after a Note Event of Default shall have occurred or the
Fourth Issuer Notes shall otherwise have become due and repayable or the
Definitive Fourth Issuer Notes have not been issued when so required in
accordance with this Deed and the relative Global Fourth 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:
4
(a) by notice in writing to the Fourth Issuer, the Principal Paying
Agent, the U.S. Paying Agent, the Transfer Agent and the Registrar
require the Principal Paying Agent, the U.S. Paying Agent, the
Transfer Agent and the Registrar pursuant to the Fourth Issuer
Paying Agent and Agent Bank Agreement and by notice in writing to
the Fourth Issuer:
(i) act thereafter as Principal Paying Agent, U.S. 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 Fourth 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 limited to the
amounts for the time being held by the Note Trustee on the
trusts of these presents relating to the relevant Fourth
Issuer Notes and available for such purpose) and thereafter
to hold all Fourth Issuer Notes and all sums, documents and
records held by them in respect of Fourth Issuer Notes on
behalf of the Note Trustee; or
(ii) deliver up all Fourth Issuer Notes and all sums, documents
and records held by them in respect of the Fourth 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
(b) by notice in writing to the Fourth Issuer require it to make all
subsequent payments in respect of the Fourth 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 Fourth
Issuer and until such notice is withdrawn CLAUSE 2.2(a) relating
to the Fourth Issuer Notes shall cease to have effect.
2.4 The Fourth Issuer shall require each paying agent not a party to the
Fourth 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 Fourth
Issuer Notes (whether such money has been paid to it by the Fourth Issuer
or any other obligor of the Fourth Issuer Notes), and the Fourth Issuer
and such paying agent shall each notify the Note Trustee of any default
by the Fourth Issuer (or any other obligor of the Fourth Issuer Notes) in
making any such payment.
3. FORM AND ISSUE OF FOURTH ISSUER NOTES
3.1 (a) The Series 1 Fourth Issuer Notes, the Series 2 Fourth Issuer
Notes and the Series 3 Fourth Issuer Notes will be initially
offered and sold pursuant to a Registration Statement filed with
the SEC. Each class of the Series 1 Fourth Issuer Notes, the
Series 2 Fourth Issuer Notes and the Series 3 Fourth Issuer Notes
will initially be represented by a separate global note in
registered form (the SERIES 1 CLASS A GLOBAL FOURTH ISSUER NOTE,
the SERIES 1 CLASS B GLOBAL FOURTH ISSUER NOTE, the SERIES 1
CLASS M GLOBAL FOURTH ISSUER NOTE, the SERIES 1 CLASS C GLOBAL
FOURTH ISSUER NOTE, the SERIES 2 CLASS A GLOBAL FOURTH ISSUER
NOTE, the SERIES 2 CLASS B GLOBAL FOURTH ISSUER NOTE, the SERIES
2 CLASS M GLOBAL FOURTH ISSUER NOTE, the SERIES 2 CLASS C GLOBAL
FOURTH ISSUER NOTE, the SERIES 3 CLASS A GLOBAL FOURTH ISSUER
NOTE, SERIES 3 CLASS B GLOBAL FOURTH ISSUER NOTE, the SERIES 3
CLASS M GLOBAL
5
FOURTH ISSUER NOTE and the SERIES 3 CLASS C GLOBAL FOURTH ISSUER
NOTE respectively, and together, the DOLLAR GLOBAL FOURTH 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 Fourth Issuer Notes, the
Series 2 Fourth Issuer Notes and the Series 3 Fourth Issuer
Notes.
(b) The Series 4 Fourth Issuer Notes and the Series 5 Fourth Issuer
Notes will be initially offered and sold outside the United States
to non-U.S. persons pursuant to Regulation S (REG S) under the
Securities Act. Each class of the Series 4 Issuer Notes and the
Series 5 Fourth Issuer Notes will initially be represented by a
global note in registered form (the SERIES 4 CLASS A1 GLOBAL
FOURTH ISSUER NOTE, the SERIES 4 CLASS A2 GLOBAL FOURTH ISSUER
NOTE, the SERIES 4 CLASS B GLOBAL FOURTH ISSUER NOTE, the SERIES 4
CLASS M GLOBAL FOURTH ISSUER NOTE, the SERIES 4 CLASS C GLOBAL
FOURTH ISSUER NOTE, the SERIES 5 CLASS A GLOBAL FOURTH ISSUER
NOTE, the SERIES 5 CLASS B GLOBAL FOURTH ISSUER NOTE, the SERIES 5
CLASS M GLOBAL FOURTH ISSUER NOTE and the SERIES 5 CLASS C GLOBAL
FOURTH ISSUER NOTE together, the REG S GLOBAL FOURTH ISSUER NOTES
and, together with the Dollar Global Fourth Issuer Notes, the
GLOBAL FOURTH ISSUER NOTES), in each case without coupons or
talons attached and which, in aggregate, will represent the
aggregate principal amount outstanding of the Series 4 Fourth
Issuer Notes and the Series 5 Fourth Issuer Notes.
3.2 The Global Fourth Issuer Notes shall be printed or typed in, or
substantially in, the respective forms set out in and may be executed in
facsimile. Each Global Fourth Issuer Note shall represent such of the
outstanding Fourth 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 Fourth
Issuer Notes from time to time endorsed thereon and that the aggregate
Principal Amount Outstanding of the Fourth 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 Fourth Issuer
Paying Agent and Agent Bank Agreement. Any endorsement of a Global
Fourth Issuer Note to reflect the amount of any increase or decrease in
the Principal Amount Outstanding of the Fourth Issuer Notes represented
thereby shall be made by the Registrar in accordance with CLAUSE 5. Title
to the Global Fourth 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 Fourth Issuer Notes shall be issuable only in
registered form without coupons or talons attached and signed manually by
a person duly authorised by the Fourth Issuer on behalf of the Fourth
Issuer and shall be authenticated by or on behalf of the Registrar. The
Global Fourth Issuer Notes so executed and authenticated shall be binding
and valid obligations of the Fourth Issuer, notwithstanding that such
duly authorised person no longer holds that office at the time the
Registrar authenticates the relevant Global Fourth Issuer Note.
3.3 The Global Fourth Issuer Notes shall be issued by the Fourth Issuer to
Cede & Co., as nominee for DTC, in respect of each Dollar Global Fourth
Issuer Note and to Citivic Nominees Limited, as nominee for the Common
Depositary, in respect of each Reg S Global Fourth 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 Fourth 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 Fourth 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.
6
3.4 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 applicable to interests in the Global
Fourth Issuer Notes that are held through Euroclear and Clearstream,
Luxembourg.
3.5 The Fourth Issuer shall issue Definitive Fourth Issuer Notes only if any
of the following applies while any of the Fourth Issuer Notes of any
class are represented by a Global Fourth Issuer Note of the relevant
class at any time after the fortieth day following the later of the
Fourth Issuer Closing Date and the date of the issue of such Global
Fourth Issuer Note:
(a) (in the case of Dollar Global Fourth Issuer Notes) DTC has
notified the Fourth Issuer that it is at any time unwilling or
unable to continue as the registered holder of such Dollar Global
Fourth 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
Fourth Issuer within 90 days of such notification, or (in the case
of the Reg S Global Fourth 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
(b) 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in
respect of the Fourth Issuer Notes which would not be required
were the Fourth Issuer Notes in definitive form.
If required by this CLAUSE 3, the Fourth Issuer shall, at its sole cost
and expense within 30 days of the occurrence of the relevant event, issue
Definitive Fourth Issuer Notes of the same class as the class of Fourth
Issuer Notes represented by the relevant Global Fourth Issuer Note in
exchange for the whole (or the remaining part(s) outstanding) of the
relevant Global Fourth Issuer Note. If Definitive Fourth Issuer Notes
are issued, the beneficial interests represented by the Reg S Global
Fourth Issuer Notes of each class shall be exchanged by the Fourth Issuer
for Definitive Fourth Issuer Notes of that class (REG S DEFINITIVE FOURTH
ISSUER NOTES) and the beneficial interests represented by the Dollar
Global Fourth Issuer Note of each class shall be exchanged by the Fourth
Issuer for Definitive Fourth Issuer Notes of that class (DOLLAR
DEFINITIVE FOURTH ISSUER NOTES).
3.6 The Definitive Fourth Issuer Notes shall be printed or typed in, or
substantially in, the form set out in in the denomination and
transferable in units of (a) U.S.$1,000 and U.S.$10,000 (in the case of
the Series 1 Fourth Issuer Notes, the Series 2 Fourth Issuer Notes and
the Series 3 Fourth Issuer Notes), (b) e500,000 (in the case of the
Series 4 Fourth Issuer Notes, (other than the Series 4 Class A2 Fourth
Issuer Notes) and the Series 5 Fourth Issuer Notes and (c)
{pound-sterling}1,000 or {pound-sterling}10,000 (in the case of the
Series 4 Class A2 Fourth Issuer Notes) each or, in each case, integral
multiples thereof or in such other denominations (which in the case of
the Series 4 Fourth Issuer Notes (other than the Series 4 Class A2 Fourth
Issuer Notes) and the Series 5 Fourth Issuer Notes must be higher than
e500,000) as the Note Trustee shall determine and notify to the relevant
Noteholders, shall be serially numbered and shall be
7
endorsed with a form of transfer in the form or substantially in the form
also set out in Schedule 2. Title to the Definitive Fourth Issuer Notes
shall pass by and upon the registration in the Register in respect
thereof in accordance with the provisions of these presents. The
Definitive Fourth 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 Fourth Issuer and shall
be authenticated by or on behalf of the Registrar. Each Fourth Issuer
Note so executed and authenticated shall be a binding and valid
obligation of the Fourth Issuer notwithstanding that such duly authorised
person (for whatever reason) no longer holds that office at the time the
Registrar authenticates the Fourth Issuer Note.
3.7 If the Fourth Issuer is obliged to issue or procure the issue of any
Definitive Fourth Issuer Notes pursuant to CLAUSE 3.5 but fails to do so
within 30 days of the occurrence of the relevant event described in CLAUSE
3.5, then the Fourth Issuer shall indemnify the Note Trustee, the
registered holder of the relevant Global Fourth 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 Fourth Issuer Note(s) or the relevant
Noteholders in respect of the Fourth Issuer Notes is less than the amount
that would have been received had Definitive Fourth Issuer Notes been
issued in accordance with CLAUSE 3.5. If and for so long as the Fourth
Issuer discharges its obligations under this indemnity, the breach by the
Fourth Issuer of the provisions of CLAUSE 3.5 shall be deemed to be cured
ab initio.
4. REPLACEMENT OF FOURTH ISSUER NOTES
If a mutilated or defaced Global Fourth Issuer Note or Definitive Fourth
Issuer Note is surrendered to the Registrar or Transfer Agent or if a
Noteholder claims that a Global Fourth Issuer Note or Definitive Fourth
Issuer Note has been lost, stolen or destroyed, the Fourth Issuer shall
issue, and the Registrar shall authenticate, a replacement Global Fourth
Issuer Note or Definitive Fourth Issuer Note, respectively, on receipt of
satisfactory evidence in accordance with CONDITION 13. An indemnity for
an amount sufficient in the judgement of the Fourth Issuer and the
Registrar to protect the Fourth Issuer and the Registrar from any loss
which any of them may suffer if a Global Fourth Issuer Note or a
Definitive Fourth Issuer Note is replaced may be required by the Fourth
Issuer and the Registrar. The Fourth Issuer may charge such Noteholder
for its costs in replacing such Fourth Issuer Note.
5. REGISTER, TRANSFER AND EXCHANGE OF FOURTH ISSUER NOTES
5.1 TRANSFER AND EXCHANGE OF GLOBAL FOURTH ISSUER NOTES
A Global Fourth Issuer Note will be exchanged by the Fourth Issuer for
another Global Fourth Issuer Note or Definitive Fourth Issuer Note(s) only
in the circumstances set forth in CLAUSE 3.5, the Conditions, the Fourth
Issuer Paying Agent and Agent Bank Agreement and the relevant Global
Fourth Issuer Note. Upon the occurrence of any of the events specified
therein concerning their exchange for Definitive Fourth Issuer Notes,
Definitive Fourth Issuer Notes of the relevant class shall be issued in
such names as the Fourth 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 Fourth Issuer Note to be reduced accordingly, cancel such Global
Fourth Issuer Note (if applicable) and direct DTC and Euroclear and
Clearstream, Luxembourg to make corresponding reductions in their
book-entry systems, and the Fourth Issuer shall execute and the Registrar
shall authenticate such Definitive Fourth Issuer Notes of the relevant
class in the appropriate principal amounts and the Registrar will register
them. The Registrar shall deliver such Definitive Fourth Issuer Notes to
the persons in whose names such Fourth Issuer Notes are so registered. Reg
S Definitive Fourth Issuer Notes issued in exchange for a Book-
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Entry Interest pursuant to this CLAUSE 5.1 shall bear the legend set forth
in CLAUSE 5.4, and shall be subject to all restrictions on transfer
contained therein to the same extent as the Global Fourth Issuer Note so
exchanged. Global Fourth Issuer Notes may also be exchanged or replaced,
in whole or in part, as provided in CLAUSE 4. Every Fourth Issuer Note
authenticated and delivered in exchange for, or in lieu of, a Global
Fourth 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 Fourth Issuer Note. A Global Fourth Issuer Note may not be
exchanged for another Fourth Issuer Note other than as provided in this
CLAUSE 5.1.
5.2 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 Fourth 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 Fourth 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.
5.3 TRANSFER OF DEFINITIVE FOURTH ISSUER NOTES
Definitive Fourth Issuer Notes may be transferred in whole or in part
(provided that any partial transfer relates to a Definitive Fourth Issuer
Note) in the principal amount of, in the case of the Series 1 Fourth
Issuer Notes, the Series 2 Fourth Issuer Notes and the Series 3 Fourth
Issuer Notes, U.S.$1,000 or U.S.$10,000; in the case of the Series 4
Fourth Issuer Notes (other than the Series 4 Class A2 Fourth Issuer
Notes) and the Series 5 Fourth Issuer Notes, e500,000; and in the case of
the Series 4 Class A2 Fourth Issuer Notes, [GBP]1,000 or [GBP]10,000 or,
in each case, any integral multiple thereof or in such other
denominations (which in the case of the Series 4 Fourth Issuer Notes
(other than the Series 4 Class A2 Fourth Issuer Notes) and the Series 5
Fourth Issuer Notes must be higher than e500,000) as the Note Trustee
shall determine and notify to the relevant Noteholders. When Definitive
Fourth Issuer Notes are presented by a Noteholder to the Registrar with a
request to register the transfer of such Definitive Fourth Issuer Notes,
the Registrar shall register the transfer as requested only if such
Definitive Fourth 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 Fourth Issuer Paying Agent and
Agent Bank Agreement. Thereupon, the Registrar shall request the Fourth
Issuer to issue and the Registrar shall itself authenticate new
Definitive Fourth Issuer Notes required to be issued in connection with
such transfer. In the case of a transfer of part only of such Definitive
Fourth Issuer Note, a new Definitive Fourth Issuer Note in respect of the
balance not transferred will be issued to the transferor. All transfers
of Definitive Fourth Issuer Notes are subject to any restrictions on
transfer set forth on such Definitive Fourth Issuer Notes and the
detailed regulations concerning transfers in the Fourth Issuer Paying
Agent and Agent Bank Agreement.
5.4 REGULATION S LEGEND
Each Reg S Global Fourth Issuer Note and each Reg S Definitive Fourth
Issuer Note issued in exchange therefor shall bear a legend in
substantially the following form:
9
THIS FOURTH 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 FOURTH 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.
5.5 CANCELLATION AND/OR ADJUSTMENT OF GLOBAL FOURTH ISSUER NOTES
At such time as all Book-Entry Interests in respect of a Global Fourth
Issuer Note have been exchanged for Definitive Fourth Issuer Notes, such
Global Fourth Issuer Note shall be returned to or retained and cancelled
by the Registrar as set out in the Fourth 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 Fourth
Issuer Note, the principal amount of Fourth Issuer Notes represented by
such Global Fourth Issuer Note shall be reduced accordingly and an
endorsement shall be made on such Global Fourth Issuer Note by the
Registrar to reflect such reduction.
5.6 GENERAL PROVISIONS RELATING TO ALL TRANSFERS AND EXCHANGES
(a) To permit registrations of transfers and exchanges of Fourth Issuer Notes,
the Fourth Issuer shall execute and the Registrar shall authenticate
Global Fourth Issuer Notes and Definitive Fourth Issuer Notes upon a
written order signed by an officer of the Fourth Issuer.
(b) No service fee shall be charged to a Noteholder for any registration of a
Definitive Fourth Issuer Note on transfer or exchange but the Fourth
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.
(c) All Global Fourth Issuer Notes and Definitive Fourth Issuer Notes issued
upon any registration of transfer or exchange of Global Fourth Issuer
Notes or Definitive Fourth Issuer Notes shall be the valid obligations of
the Fourth Issuer, evidencing the same debt and entitled to the same
benefits under this Deed, as the Global Fourth Issuer Notes or Definitive
Fourth Issuer Notes surrendered upon such registration of transfer or
exchange.
5.7 REGISTER OF FOURTH ISSUER NOTES
The Fourth 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 Fourth Issuer Notes
showing the amount of the Global Fourth Issuer Notes or Definitive Fourth
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 Fourth
Issuer Notes or the Definitive Fourth Issuer Notes. So long as DTC or
its nominee, or the Common Depositary or its nominee, is the registered
holder of a Global Fourth Issuer Note, DTC or the Common Depositary, as
the case may be, will be considered the sole registered holder of such
Global Fourth Issuer Note for all purposes under this Fourth Issuer Trust
Deed. Each Fourth Issuer Note, whether in global or definitive form,
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shall have an identifying serial number which shall be entered on the
Register. The Note Trustee and the holders of such Fourth 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 Fourth 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 (a) the execution and
delivery of these presents and the Transaction Documents to which it is a
party and any documents executed pursuant thereto, (b) the constitution
and original issue of the Fourth Issuer Notes, and (c) 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
Fourth Issuer Notes.
7. COVENANT OF COMPLIANCE
The Fourth Issuer covenants with the Note Trustee that it will comply
with and perform and observe all the provisions of these presents, the
Fourth Issuer Notes, the Fourth Issuer Deed of Charge, the Fourth 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 Fourth 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 Fourth Issuer under the Fourth 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 Fourth 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 FOURTH ISSUER NOTES AND RECORDS
8.1 The Fourth Issuer shall procure that all Fourth Issuer Notes (a)
redeemed, (b) being mutilated or defaced, surrendered and replaced
pursuant to CONDITION 13 or (c) exchanged as provided in these presents
shall forthwith be cancelled by or on behalf of the Fourth Issuer and a
certificate stating:
(i) the aggregate principal amount of Fourth Issuer Notes which have
been redeemed;
(ii) the serial numbers of Fourth Issuer Notes of each class so
redeemed;
(iii) the aggregate amount of interest paid (and the due dates of such
payments) on Fourth Issuer Notes of each class; and
(iv) the aggregate principal amounts of Fourth Issuer Notes of each
class which have been so exchanged and replaced and the serial
numbers of such Fourth Issuer Notes in definitive form,
shall be given to the Note Trustee by or on behalf of the Fourth 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,
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exchange or replacement pro tanto of the Fourth Issuer Notes or payment of
interest thereon and of cancellation of the relative Fourth Issuer Notes.
8.2 The Fourth Issuer shall procure that the Registrar shall keep a full and
complete record of all Fourth Issuer Notes and of their redemption,
cancellation, payment or exchange (as the case may be) and of all
replacement Fourth Issuer Notes issued in substitution for lost, stolen,
mutilated, defaced or destroyed Fourth Issuer Notes. The Fourth Issuer
shall procure that the Registrar shall at all reasonable times make such
record available to the Fourth Issuer and the Note Trustee.
8.3 All records and certificates maintained pursuant to this Clause shall
make a distinction between Definitive Fourth Issuer Notes and Global
Fourth Issuer Notes.
9. ENFORCEMENT
9.1 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 Fourth Issuer or any other person as it may think fit
to enforce its obligations under these presents, the Fourth Issuer Notes
or any of the other Transaction Documents.
9.2 Unless the contrary be proved to the satisfaction of the Note Trustee,
proof that as regards any specified Fourth Issuer Note the Fourth Issuer
has made default in paying any amount due in respect of such Fourth
Issuer Note shall be sufficient evidence that the same default has been
made as regards all other Fourth Issuer Notes in respect of which the
relevant amount is due and payable.
9.3 References in CLAUSES 2.2(b) and 2.2(c) or the provisions of any trust
deed supplemental to this Deed corresponding to CLAUSES 2.2(b) and 2.2(c)
to the rates aforesaid shall, in the event of such Fourth Issuer Notes
having become due and repayable, with effect from the expiry of the
Interest Period during which such Fourth 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.
10. PROCEEDINGS, ACTIONS AND INDEMNIFICATION
10.1 The Note Trustee shall not be bound to take any proceedings mentioned in
CLAUSE 9.1 or any other action in relation to these presents, the Fourth
Issuer Notes or any documents executed pursuant thereto or any of the
other Transaction Documents to which the Note Trustee is a party unless
(a) respectively directed or requested to do so by an Extraordinary
Resolution of the Class A Fourth Issuer Noteholders, the Class B Fourth
Issuer Noteholders, the Class M Fourth issuer Noteholders, or the Class C
Fourth 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 Fourth Issuer Notes, the Class B Fourth Issuer Notes, the
Class M Fourth Issuer Notes or the Class C Fourth Issuer Notes, as the
case may be, and (b) 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:
(a) the Note Trustee shall not be obliged to act at the direction or
request of the Class B Fourth 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
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A Fourth Issuer Noteholders or such action is sanctioned by an
Extraordinary Resolution of the Class A Fourth Issuer Noteholders;
(b) the Note Trustee shall not be obliged to act at the direction or
request of the Class M Fourth 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 Fourth Issuer Noteholders or such action is sanctioned by
an Extraordinary Resolution of the Class A Fourth 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 Fourth Issuer Noteholders or such action is
sanctioned by an Extraordinary Resolution of the Class B Fourth
Issuer Noteholders.
(c) the Note Trustee shall not be obliged to act at the direction or
request of the Class C Fourth 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 Fourth Issuer Noteholders or such action is sanctioned by
an Extraordinary Resolution of the Class A Fourth 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 Fourth Issuer Noteholders or such action is
sanctioned by an Extraordinary Resolution of the Class B Fourth
Issuer Noteholders and (z) either the Note Trustee is of the sole
opinion that to do so would not be materially prejudicial to the
interests of the Class M Fourth Issuer Noteholders or such action
is sanctioned by an Extraordinary Resolution of the Class M Fourth
Issuer Noteholders.
10.2 Save as provided below, only the Note Trustee may enforce the provisions
of these presents, the Conditions or the Fourth Issuer Notes. No
Noteholder shall be entitled to proceed directly against the Fourth
Issuer or any other party to any of the Fourth Issuer 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 Fourth Issuer Noteholder,
no Class M Fourth Issuer Noteholder and no Class B Fourth Issuer
Noteholder shall be entitled to take proceedings for the winding up or
administration of the Fourth Issuer for so long as there are any Class A
Fourth Issuer Notes outstanding and no Class M Fourth Issuer Noteholder
shall be entitled to take proceedings for the winding up or
administration of the Fourth Issuer for so long as there are any Class B
Fourth Issuer Notes outstanding and no Class C Fourth Issuer Noteholder
shall be entitled to take proceedings for the winding up or
administration of the Fourth Issuer for so long as there are any Class M
Fourth 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 Fourth Issuer Notes held by it, on or after the maturity date of the
relevant Fourth Issuer Notes set out on the face of such Fourth Issuer
Notes.
11. DISCHARGE OF PAYMENT
Any payment to be made in respect of the Fourth Issuer Notes by the
Fourth Issuer or the Note Trustee may be made in accordance with the
Conditions and any payment so made shall be a good discharge of the
relevant payment obligation of the Fourth Issuer or, as the case may be,
the Note Trustee.
12. PARTIAL PAYMENTS
Upon presentation and surrender to the Registrar of a Definitive Fourth
Issuer Note that is redeemed in part, the Registrar shall authenticate
for the holder a new Definitive Fourth Issuer Note equal in principal
amount to the principal amount of the unredeemed portion of the
Definitive Fourth Issuer Note surrendered. Upon presentation of a Global
Fourth Issuer Note
13
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 Fourth Issuer Note to an amount equal to the aggregate principal
amount of the unredeemed portion of the Global Fourth Issuer Note
presented.
13. COVENANTS BY THE FOURTH ISSUER
So long as any of the Fourth Issuer Notes remains outstanding (or, in the
case of paragraphs (h), (i), (j), (n) and (o), so long as any of the
Fourth 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 Fourth Issuer Notes remaining outstanding at such
time) the Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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;
(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 Fourth 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
Fourth 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
14
the Fourth Issuer Notes are listed on the official list of the
United Kingdom Listing Authority and admitted to trading on the
London Stock Exchange's market for listed securities, 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 (i) within 14 days after demand by the Note Trustee
therefor and (ii) (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 Fourth 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 Fourth
Issuer has complied, to the best of such directors' knowledge and
belief, with all its obligations contained in these presents and
each of the Fourth Issuer 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 Fourth Issuer 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 Fourth Issuer Notes,
receive unconditionally pursuant to the Fourth 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 Fourth Issuer Notes, or (ii) there are
insufficient funds in euro, U.S. dollars, or sterling, as the case
may be, available to the 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 Fourth 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
Fourth Issuer Notes on the official list of the United Kingdom
Listing Authority and to maintain the admission to trading of the
Fourth Issuer Notes on the London Stock Exchange's market for
listed securities or, if it is unable to do so having used
reasonable endeavours, use reasonable endeavours to obtain and
15
maintain a quotation, listing and admission to trading of the
Fourth Issuer Notes on or by such other stock exchanges, competent
listing authorities and/or quotation systems as the Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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);
(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 FOURTH 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 Fourth 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
2.3(a) and not make any amendment or modification to the Fourth
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 Fourth Issuer
shall exercise its right to redeem the corresponding
16
class or classes of Fourth 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 Fourth 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 Fourth Issuer
Paying Agent and Agent Bank Agreement;
(ii) delivered to the Note Trustee a certificate signed by two
directors of the Fourth Issuer certifying that the Fourth
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 Fourth Issuer
Deed of Charge to be paid in priority to such class or
classes of Fourth Issuer Notes on the redemption date, and
to redeem such class or classes of Fourth 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 Fourth 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 prescribe) which
the Fourth 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 FOURTH ISSUER CHARGED PROPERTY: ensure that, save as
permitted in these presents, the Fourth Issuer Deed of Charge, the
Conditions and the other Fourth Issuer Transaction Documents, no
person other than the Fourth Issuer and the Security Trustee shall
have any equitable interest in the Fourth Issuer Charged Property;
(v) MAINTENANCE OF FOURTH ISSUER CASH MANAGER: ensure that there is
at all times a cash manager appointed in accordance with the
provisions of the Fourth 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 Fourth Issuer Notes by the Fourth
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,
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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 Fourth Issuer Transaction Account will be applied by
the Fourth Issuer in or towards satisfaction of such of the
obligations set out in the Fourth 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 Fourth 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 Fourth Issuer, the Fourth Issuer agrees only to use
its best efforts to furnish, or procure that there is furnished,
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 Fourth 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], 2004 and at such other times as
the Note Trustee may request in writing, all information in the
possession or control of the Fourth 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
Fourth Issuer to the Note Trustee to take any action under any of
the provisions of this Deed (other than the issuance of Fourth
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);
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(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 Fourth
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
14.1 The Fourth 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 Fourth 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 Fourth Issuer Notes of any series be
reduced by such amount as shall be agreed in writing between the Fourth
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 Fourth 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 Fourth 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.
14.2 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 Fourth Issuer to undertake duties which the Note Trustee
and the Fourth 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 Fourth Issuer shall pay to the Note Trustee such additional
remuneration as shall be agreed between them.
14.3 The Fourth 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.
14.4 In the event of the Note Trustee and the Fourth Issuer failing to agree:
(a) (in a case to which SUBCLAUSE 14.1 above applies) upon the amount of
the remuneration; or
(b) (in a case to which SUBCLAUSE 14.2 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 Fourth 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 Fourth Issuer) and the determination of any such merchant or
investment bank shall be final and binding upon the Note Trustee and the
Fourth Issuer.
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14.5 In addition to remuneration hereunder, the Fourth 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.
14.6 All amounts payable pursuant to SUBCLAUSE 14.5 and/or CLAUSE 15(l) shall
be payable by the Fourth 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 3 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.
14.7 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.
14.8 The Note Trustee shall be entitled in its absolute discretion to
determine in respect of which series of Fourth 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 Fourth 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;
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(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 Fourth 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 Fourth Issuer Notes by the Fourth Issuer, the exchange of any
Global Fourth Issuer Note for another Global Fourth Issuer Note or
Definitive Fourth Issuer Notes or the exchange of any Definitive
Fourth Issuer Note for another Definitive Fourth Issuer Note or the
delivery of any Global Fourth Issuer Note or Definitive Fourth
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
Fourth 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
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directors of the Fourth 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 Fourth Issuer's
liabilities in respect of the Fourth 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 Fourth Issuer to discharge or pay such liabilities and other
amounts;
(i) FOURTH ISSUER CHARGED PROPERTY: the Note Trustee may accept without
enquiry, requisition or objection such title as the Fourth Issuer
may have to the Fourth 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 Fourth Issuer to the Fourth 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
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 Fourth 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) FOURTH 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 Fourth 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 Fourth 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 Fourth Issuer informed of
the progress of any claims against the Note Trustee;
22
(m) CONSENT OR APPROVAL: any consent or approval given by the Note
Trustee for the purposes of these presents or the Fourth 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
Fourth 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
Fourth Issuer or any other person in connection with these presents
or any 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 Fourth Issuer and any rate, method
and date so agreed shall be binding on the Fourth 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 Fourth
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 Fourth 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 Fourth Issuer
Noteholders, the Class B Fourth Issuer
23
Noteholders, the Class M Fourth Issuer Noteholders and the
Class C Fourth 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 Fourth Issuer Noteholders, on the
one hand and the interests of the Class B Fourth Issuer
Noteholders and/or the Class M Fourth Issuer Noteholders
and/or the Class C Fourth Issuer Noteholders on the other
hand, the Note Trustee shall have regard only to the interests
of the Class A Fourth Issuer Noteholders and (B), if in the
opinion of the Note Trustee there is a conflict between the
interests of the Class B Fourth Issuer Noteholders on one hand
and the interests of the Class M Fourth Issuer Noteholders and
the Class C Fourth Issuer Noteholders on the other hand, the
Note Trustee shall have regard only to the interests of the
Class B Fourth Issuer Noteholders and (C), if in the opinion
of the Note Trustee there is a conflict between the interests
of the Class M Fourth Issuer Noteholders on one hand and the
interests of the Class C Fourth Issuer Noteholders on the
other hand, the Note Trustee shall have regard only to the
interests of the Class M Fourth 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 Fourth
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 Fourth Issuer Notes, these presents or
any of the other Fourth Issuer Transaction Documents, that such
exercise will not be materially prejudicial to the interests of the
Class A Fourth Issuer Noteholders if each of the Rating Agencies has
confirmed that the then current rating by it of the Class A Fourth
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 Fourth Issuer Noteholders if each of the Rating Agencies
has confirmed that the then current rating by it of the Class B
Fourth Issuer Notes would not be adversely affected by such
exercise, that such exercise will not be materially prejudicial to
the interests of the Class M Fourth Issuer Noteholders if each of
the Rating Agencies has confirmed that the then current rating by it
of the Class M Fourth Issuer Notes will not be adversely affected by
such exercise and that such exercise will not be materially
prejudicial to the interests of the Class C Fourth Issuer
Noteholders if each of the Rating Agencies has confirmed that the
then current rating by it of the Class C Fourth 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 Fourth Issuer Notes represented by a Global Fourth
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;
24
(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 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 Fourth 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 Fourth 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 Fourth 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, 2004, 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(y) shall be sent as provided in CLAUSE
24;
(z) PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE FOURTH 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
25
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 Fourth Issuer as the obligor of the Fourth 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 CLAUSES
13(t), (dd), (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, 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 Fourth Issuer 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 Fourth
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 Fourth Issuer;
(ii) the execution, delivery, legality, validity, adequacy,
admissibility in evidence or enforceability of any Fourth
Issuer Transaction Document or any other document entered into
in connection therewith;
(iii) the title, ownership, value, sufficiency, enforceability or
existence of any Fourth 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 Fourth 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;
26
(v) the scope or accuracy of any representations, warranties or
statements made by or on behalf of the Fourth Issuer or
Funding 1 or any other person or entity who has at any time
provided the same in any Fourth Issuer Transaction Document or
in any document entered into in connection therewith;
(vi) the performance or observance by the Fourth Issuer or Funding
1 or any other person of any provisions of any Fourth Issuer
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 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
Fourth Issuer Charged Property or Fourth Issuer Transaction
Document;
(viii)the title of the Fourth Issuer to any Fourth Issuer Charged
Property;
(ix) the suitability, adequacy or sufficiency of any applicable
criteria for any advances under the Fourth 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 Fourth Issuer to obtain or comply with any
licence, consent or other authority in connection with the
Fourth Issuer Charged Property or the Fourth Issuer
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 Fourth Issuer Charged Property or the Fourth Issuer
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 Fourth issuer Transaction
Documents or any other document;
(xii) any assets comprised in the security (howsoever described)
created by the Fourth 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 Fourth Issuer 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 Fourth
Issuer or any other person in respect of any of the Fourth
Issuer Charged Property or Transaction Documents; or
(xiv) any other matter or thing relating to or in any way connected
with any Fourth Issuer Charged Property or any Fourth Issuer
Transaction Document or any
27
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, having regard to the provisions of
these presents and any of the other Fourth Issuer 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 FOURTH 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:
(a) entering into or being interested in any contract or financial or
other transaction or arrangement with the Fourth Issuer or any other
party to the Transaction Documents or any person or body corporate
associated with the Fourth Issuer or any other party to the Fourth
Issuer 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 Fourth Issuer Notes or any other notes, bonds,
stocks, shares, debenture stock, debentures or other securities of,
the Fourth Issuer or any other party to the Fourth Issuer
Transaction Documents or any person or body corporate associated as
aforesaid); or
(b) accepting or holding the trusteeship of any other trust deed
constituting or securing any other notes issued by or relating to
the Fourth Issuer or any other party to the Fourth Issuer
Transaction Documents or any such person or body corporate so
associated or any other office of profit under the Fourth Issuer or
any other party to the Fourth Issuer 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 (a) above or, as
the case may be, any such trusteeship or office of profit as is referred
to in (b) 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
28
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.
18. WAIVER, AUTHORISATION AND DETERMINATION
18.1 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 Fourth Issuer
Notes shall not be materially prejudiced thereby waive or authorise any
breach or proposed breach by the Fourth Issuer or any other party thereto
of any of the covenants or provisions contained in these presents or any
of the other Fourth Issuer 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 Fourth 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 Fourth Issuer to the Noteholders in accordance
with Condition 14 as soon as practicable thereafter. The provisions of
this CLAUSE 18.1 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 Fourth Issuer Notes, as
permitted by the Trust Indenture Act.
18.2 MODIFICATION
(a) The Note Trustee may without the consent or sanction of the Noteholders at
any time and from time to time concur with the Fourth 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 Fourth
Issuer Transaction Documents which in the sole 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 Fourth Issuer Notes or (ii) to these
presents or any of the other Fourth Issuer Transaction Documents if in the
sole opinion of the Note Trustee such modification is of a formal, minor
or technical nature or is necessary to correct a manifest error or an
error established as such to the satisfaction of the Note Trustee (and for
the avoidance of doubt, the Note Trustees shall be entitled to assume,
without further investigation or inquiry, that such modification, waiver
or authorisation will not be materially prejudicial to the interests of
the Fourth Issuer Noteholders of each of the Rating Agencies has confirmed
in writing that the then current ratings of the applicable series and/or
class or classes of Fourth Issuer Notes would not be adversely affected by
such modification, waiver or authorisation). 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 Fourth Issuer
to the Noteholders and the Rating Agencies in accordance with CONDITION 14
as soon as practicable thereafter.
(b) So long as any of the Fourth Issuer Notes are rated by the Rating
Agencies, the Fourth Issuer shall notify the Rating Agencies in writing as
soon as reasonably practicable thereafter of any modification to the
provisions of these presents, the Fourth 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 Fourth
Issuer Notes and/or the Fourth Issuer Transaction Documents (and to any
consequential amendments deriving therefrom)
29
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.
18.3 RATING AGENCIES
If:
(a) a confirmation of rating or other response by a Rating Agency is a
condition to any action or step under any Fourth Issuer Transaction
Document; and
(b) a written request for such confirmation or response is delivered to
each Rating Agency by the Fourth Issuer (copied to the Note Trustee
and either one or more Rating Agency (each a NON- RESPONSIVE RATING
AGENCY) indicates that it does not consider such confirmation or
response necessary in the circumstances or within 30 days of
delivery of such request elicits no confirmation or response and/or
such request elicits no statement by such Rating Agency that such
request could not be given; and
(c) at lease one Rating Agency gives such a confirmation or response
based on the same facts,
then such condition shall be deemed to be modified with respect to the
facts set out in the request referred to in PARAGRAPH (B) (above) so that
there shall be no requirement for the confirmation or response from the
Non-responsive Rating Agency.
The Note Trustee shall be entitled to treat as conclusive a certificate by
any director, officer or employee of the Fourth Issuer, Funding 1, the
Seller, any investment bank or financial adviser acting in relation to the
Fourth Issuer Notes as to any matter referred to in PARAGRAPH (B) (above)
in the absence of manifest error or the Note Trustee having facts
contradicting such certificates specifically drawn to his attention and
the Note Trustee shall not be responsible for any loss, liability, costs,
damages, expenses or inconvenience that may be caused as a result of
treating such certificate as conclusive.
18.4 BREACH
Any breach of or failure to comply with any such terms and conditions as
are referred to in SUBCLAUSES 18.1 and 18.2 of this Clause shall
constitute a default by the Fourth Issuer in the 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 Fourth 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 Fourth Issuer Note or of a
particular principal amount of the Fourth Issuer Notes as the absolute
owner of such Fourth Issuer Note or principal amount, as the case may be,
for all purposes (whether or not such Fourth 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 Fourth 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 Fourth Issuer Note or Global
Fourth 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 Fourth Issuer Note or principal amount, as the case may
be.
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20. CURRENCY INDEMNITY
The Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth Issuer in
CLAUSE 14.5 and CLAUSE 15(l)) shall constitute obligations of the Fourth
Issuer separate and independent from its obligations under the other
provisions of these presents and the Fourth 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 Fourth 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 Fourth Issuer or its
liquidator or liquidators.
21. ELIGIBILITY AND DISQUALIFICATION; NEW NOTE TRUSTEE
21.1 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 U.S.$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 Fourth 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 Fourth 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 21.1, the Note Trustee shall
resign promptly in the manner and with the effect specified in CLAUSE 22.
21.2 NEW NOTE TRUSTEE
(a) Subject to PARAGRAPH (b) the power to appoint a new trustee of these
presents shall be vested in the Fourth Issuer but no person shall be
appointed who shall not previously have been approved by
31
an Extraordinary Resolution of the Class A Fourth Issuer Noteholders, the
Class B Fourth Issuer Noteholders, the Class M Fourth Issuer Noteholders
and the Class C Fourth 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 Fourth 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
U.S. Investment Company Act of 1940; (ii) not be an affiliate (as defined
in Rule 405 of the Securities Act) of the Fourth Issuer or of any person
involved in the organisation or operation of the Fourth Issuer; (iii) not
offer or provide credit or credit enhancement to the Fourth Issuer; and
(iv) execute an agreement or instrument concerning the Fourth Issuer Notes
containing provisions to the effect set forth in Section 26(a)(3) of the
U.S. Investment Company Act of 1940.
21.3 SEPARATE AND CO-TRUSTEES
Notwithstanding the provisions of SUBCLAUSE 21.2 above, the Note Trustee
may, upon giving prior notice to the Fourth Issuer (but without requiring
the consent of the Fourth 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:
(a) if the Note Trustee considers such appointment to be in the
interests of the Noteholders;
(b) 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
(c) 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 Fourth Issuer Transaction Documents against the Fourth Issuer
or any other party thereto.
The Fourth 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 Fourth 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 Fourth Issuer undertakes that in the event of the only
trustee of these
32
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 Fourth Issuer
Notes.
24. NOTICES
24.1 Any notice or demand to the Fourth 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:
(a) FOURTH ISSUER:
Permanent Financing (No. 4) 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
(b) NOTE TRUSTEE:
The Bank of New York
One Canada Square
London E14 5AL
For the attention of: Global Structured Finance - Corporate Trust
Facsimile: + 44 (0) 20 7964 6061/6399
33
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.
24.2 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
Fourth Issuer Notes. The Fourth Issuer, the Note Trustee, the Principal
Paying Agent, the Registrar and anyone else shall have the protection of
the Trust Indenture Act Section 312(c).
24.3 NOTICES TO NOTEHOLDERS
Any notice or communication mailed to Noteholders hereunder shall be
transmitted by mail:
(a) to all Noteholders of Definitive Fourth Issuer Notes, as the names
and addresses of such Noteholders appear upon the Register; and
(b) 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
27.1 CERTIFICATE AND OPINIONS AS TO CONDITIONS PRECEDENT
Upon any request or application by the Fourth Issuer to the Note Trustee
to take any action under this Deed, the Fourth Issuer shall furnish to the
Note Trustee:
(a) an Officers' Certificate (which shall include the statements set
forth in CLAUSE 27.2) 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
(b) an Opinion of Counsel (which shall include the statements set forth
in CLAUSE 27.2) 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.
34
27.2 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:
(a) a statement that the person making such certificate or opinion has
read such covenant or condition and the definitions relating
thereto;
(b) 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;
(c) 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
(d) 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 Fourth 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 Fourth Issuer
and the Note Trustee and delivered on the date first stated on page 1.
35
SCHEDULE 1
FORMS OF GLOBAL FOURTH ISSUER NOTES
PART A
(1)
SERIES 1 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 1
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 1 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE FOURTH ISSUER
NOTES DUE MARCH, 2005
(Initial aggregate principal amount of Series 1 Class A Global Notes:
U.S.$[1,500,000,000])
This Series 1 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated [{circle}], 2004 and signed for the purposes of identification
by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated
from time to time), and the Fourth Issuer Trust Deed and this Fourth Issuer
Global Note shall be construed in accordance with the interpretation provisions
set out in Clause 2 of the Fourth Issuer Master Definitions and Construction
Schedule. The aggregate principal amount from time to time of this Global Fourth
Issuer Note shall be that amount not exceeding U.S.$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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration
in the Register and only the registered holder is entitled to payment in
respect of this Global Fourth Issuer Note.
36
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof five hundred
million U.S. dollars (U.S.$500,000,000)) on the Interest Payment Date
falling in April 2004 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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
37
cancelled and endorsed. Upon the exchange of the whole of this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes, this Global Fourth
Issuer Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Fourth Issuer Note requests,
returned to it together with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Fourth Issuer Global Note,
but this does not affect any right or remedy of any person which exists or
is available apart from that Act.
38
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
39
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
40
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
41
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASE AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLED FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
42
PART A
(2)
SERIES 1 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 2
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 1 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE FOURTH ISSUER
NOTES DUE MARCH 2005
(Initial aggregate principal amount of Series 1 Class A Global Notes:
U.S.$1,500,000,000)
This Series 1 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated [{circle}], 2004 and signed for the purposes of identification
by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated
from time to time), and the Fourth Issuer Trust Deed and this Fourth Issuer
Global Note shall be construed in accordance with the interpretation provisions
set out in Clause 2 of the Fourth Issuer Master Definitions and Construction
Schedule. The aggregate principal amount from time to time of this Global Fourth
Issuer Note shall be that amount not exceeding U.S.$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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof five hundred
million U.S. dollars (U.S.$500,000,000)) on the Interest Payment
43
Date falling in April 2004 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
44
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Fourth Issuer Global Note,
but this does not affect any right or remedy of any person which exists or
is available apart from that Act.
45
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
46
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
47
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
48
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
49
PART A
(3)
SERIES 1 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 3
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 1 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE FOURTH ISSUER
NOTES DUE MARCH 2005
(Initial aggregate principal amount of Series 1 Class A Global Notes:
U.S.$500,000,000)
This Series 1 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated [{circle}], 2004 and signed for the purposes of identification
by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated
from time to time), and the Fourth Issuer Trust Deed and this Fourth Issuer
Global Note shall be construed in accordance with the interpretation provisions
set out in Clause 2 of the Fourth Issuer Master Definitions and Construction
Schedule. The aggregate principal amount from time to time of this Global Fourth
Issuer Note shall be that amount not exceeding U.S.$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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the
50
date hereof five hundred million U.S. dollars (U.S.$500,000,000)) on the
Interest Payment Date falling in March 2005 (or on such earlier date as
the said principal amount may become repayable in accordance with the
Conditions or the Fourth 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 Fourth 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 Fourth Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
51
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Fourth Issuer Global Note,
but this does not affect any right or remedy of any person which exists or
is available apart from that Act.
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
52
(Duly authorised)
Issued in London, England on [{circle}], 2004.
53
CERTIFICATE OF AUTHENTICATION
This Global Fourth 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 1
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
55
PART 2
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
56
PART B
SERIES 1 CLASS B GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 1 CLASS B GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$50,000,000 SERIES 1 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 1 Class B Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class B
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to fifty million U.S. dollars (U.S.)
$50,000,000) and constituted by a Fourth Issuer Trust Deed dated [{circle}],
2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF
NEW YORK, 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 Fourth Issuer Trust Deed. Terms used but not
defined herein have the meanings ascribed to them in the amended and restated
master definitions and construction schedule signed by the parties to the
Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated [{circle}], 2004 and signed for the purposes of identification
by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated
from time to time), and the Fourth Issuer Trust Deed and this Fourth Issuer
Global Note shall be construed in accordance with the interpretation provisions
set out in Clause 2 of the Fourth Issuer Master Definitions and Construction
Schedule. The aggregate principal amount from time to time of this Global Fourth
Issuer Note shall be that amount not exceeding U.S.$50,000,000 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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof fifty million
U.S. dollars (U.S.$50,000,000)) 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 Fourth 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 Fourth
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 Fourth
Issuer Trust Deed.
57
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest
58
on this Global Fourth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Fourth Issuer on Part II of
the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Fourth Issuer Global Note,
but this does not affect any right or remedy of any person which exists or
is available apart from that Act.
59
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
60
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
61
THE SCHEDULE
PART II
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
62
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT ECHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
63
PART C
SERIES 1 CLASS M GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 1 CLASS M GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$55,000,000 SERIES 1 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 1 Class M Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class M
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to fifty five million U.S. dollars
(U.S.$55,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated [{circle}], 2004 and signed for the purposes of identification
by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated
from time to time), and the Fourth Issuer Trust Deed and this Fourth Issuer
Global Note shall be construed in accordance with the interpretation provisions
set out in Clause 2 of the Fourth Issuer Master Definitions and Construction
Schedule. The aggregate principal amount from time to time of this Global Fourth
Issuer Note shall be that amount not exceeding U.S.$55,000,000 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 M Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof fifty five
million U.S. dollars (U.S.$55,000,000) 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 Fourth
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 Fourth Issuer Note at the rates determined in accordance with the
64
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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal
65
and interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Fourth Issuer Global Note,
but this does not affect any right or remedy of any person which exists or
is available apart from that Act.
66
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
67
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
68
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
69
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
70
PART C
SERIES 1 CLASS C GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 1 CLASS C GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$[{circle}] SERIES 1 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 1 Class C Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class C
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to [{circle}] U.S. dollars
(U.S.$[{circle}]) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated [{circle}], 2004 and signed for the purposes of identification
by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated
from time to time), and the Fourth Issuer Trust Deed and this Fourth Issuer
Global Note shall be construed in accordance with the interpretation provisions
set out in Clause 2 of the Fourth Issuer Master Definitions and Construction
Schedule. The aggregate principal amount from time to time of this Global Fourth
Issuer Note shall be that amount not exceeding U.S.$[{circle}] as shall be shown
by the latest entry duly made in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class C Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof [{circle}]U.S.
dollars (U.S.$[{circle}]) 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 Fourth 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 Fourth
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 Fourth
Issuer Trust Deed.
71
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest
72
on this Global Fourth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Fourth Issuer on Part II of
the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Fourth Issuer Global Note,
but this does not affect any right or remedy of any person which exists or
is available apart from that Act.
73
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
74
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
75
THE SCHEDULE
PART II
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
76
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
77
PART D
(1)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 1
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE
FOURTH ISSUER NOTES DUE MARCH 2009
(Initial aggregate principal amount of Series 2 Class A Global Notes:
U.S.$1,750,000,000)
This Series 2 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed
dated[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer
and THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed.
Terms used but not defined herein have the meanings ascribed to them in the
amended and restated master definitions and construction schedule signed by the
parties to the Transaction Documents and dated [{circle}], 2004 (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the fourth issuer master definitions
and construction schedule, dated and made on [{circle}], 2004 and signed for the
purposes of identification by Allen & Overy and Sidley Austin Brown & Wood (the
FOURTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be
amended and/or restated from time to time), and the Fourth Issuer Trust Deed and
this Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof five hundred
million U.S. dollars (U.S.$500,000,000) on the Interest Payment
78
Date falling in March 2009 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Fourth Issuer Trust Deed) and to pay quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
79
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
80
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
81
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
82
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
83
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
84
PART D
(2)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 2
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE
FOURTH ISSUER NOTES DUE MARCH 2009
(Initial aggregate principal amount of Series 2 Class A Global Notes:
U.S.$1,750,000,000)
This Series 2 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the
85
date hereof five hundred million U.S. dollars (U.S.$500,000,000) on the
Interest Payment Date falling in March 2009 (or on such earlier date as
the said principal amount may become repayable in accordance with the
Conditions or the Fourth Issuer Trust Deed) and to pay quarterly in arrear
on each Interest Payment Date on the principal amount from time to time of
this Global Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
86
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
87
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
88
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
89
THE SCHEDULE
PART II
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
90
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
91
PART D
(3)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 3
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE
FOURTH ISSUER NOTES DUE MARCH 2009
(Initial aggregate principal amount of Series 2 Class A Global Notes:
U.S.$1,750,000,000)
This Series 2 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof five hundred
million U.S. dollars (U.S.$500,000,000) on the Interest Payment
92
Date falling in March 2009 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Fourth Issuer Trust Deed) and to pay quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
93
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
94
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
95
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
96
THE SCHEDULE
PART III
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
97
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
98
PART D
(4)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 4
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 2 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$250,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE
FOURTH ISSUER NOTES DUE MARCH 2009
(Initial aggregate principal amount of Series 2 Class A Global Notes:
U.S.$1,750,000,000)
This Series 2 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to two hundred and fifty million U.S.
dollars (U.S.$250,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof two hundred and
fifty million U.S. dollars (U.S.$250,000,000) on the Interest
99
Payment Date falling in March 2009 (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions or
the Fourth Issuer Trust Deed) and to pay quarterly in arrear on each
Interest Payment Date on the principal amount from time to time of this
Global Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
100
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
Issuer on Part III of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part III
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
101
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
102
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
103
THE SCHEDULE
PART IV
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
104
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT ECHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
105
PART E
SERIES 2 CLASS B GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 2 CLASS B GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$41,000,000 SERIES 2 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 2 Class B Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class B
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to forty one million U.S. dollars
(U.S.$41,000,000) and constituted by a Fourth Issuer Trust Deed dated [{circle}]
(the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF NEW
YORK, 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 Fourth Issuer Trust Deed. Terms used but not
defined herein have the meanings ascribed to them in the amended and restated
master definitions and construction schedule signed by the parties to the
Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$41,000,000 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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration
in the Register and only the registered holder is entitled to payment in
respect of this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof forty one million
U.S. dollars (U.S.$41,000,000) 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 Fourth 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 Fourth
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 Fourth
Issuer Trust Deed.
106
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest
107
on this Global Fourth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Fourth 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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
108
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
109
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
110
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
111
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
112
PART F
SERIES 2 CLASS M GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 2 CLASS M GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$45,000,000 SERIES 2 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 2 Class M Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class M
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to forty five million U.S. dollars
(U.S.$45,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$45,000,000 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 M Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof forty five
million U.S. dollars (U.S.$45,000,000) 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 Fourth
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 Fourth Issuer Note at the rates determined in accordance with the
113
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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal
114
and interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth 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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
115
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
116
CERTIFICATE OF AUTHENTICATION
This Global Fourth 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 Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
118
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
119
PART F
SERIES 2 CLASS C GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 2 CLASS C GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$38,000,000 SERIES 2 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 2 Class C Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class C
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to thirty eight million U.S. dollars
(U.S.$38,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$38,000,000 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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof thirty eight
million U.S. dollars (U.S.$38,000,000) 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 Fourth
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 Fourth 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 Fourth Issuer Trust Deed.
120
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest
121
on this Global Fourth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Fourth 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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
122
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
123
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
124
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
125
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
126
PART G
(1)
SERIES 3 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 1
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 3 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 3 CLASS A ASSET BACKED FLOATING RATE
FOURTH ISSUER NOTES DUE [{circle}]
(Initial aggregate principal amount of Series 3 Class A Global Notes:
U.S.$1,500,000,000)
This Series 3 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed
dated[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer
and THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed.
Terms used but not defined herein have the meanings ascribed to them in the
amended and restated master definitions and construction schedule signed by the
parties to the Transaction Documents and dated [{circle}], 2004 (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the fourth issuer master definitions
and construction schedule, dated and made on [{circle}], 2004 and signed for the
purposes of identification by Allen & Overy and Sidley Austin Brown & Wood (the
FOURTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be
amended and/or restated from time to time), and the Fourth Issuer Trust Deed and
this Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$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 3 Class A Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof fifteen hundred
million U.S. dollars (U.S.$500,000,000) on the Interest Payment
127
Date falling in [{circle}] (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Fourth Issuer Trust Deed) and to pay quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
128
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
129
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
130
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
131
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
132
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
133
PART G
(2)
SERIES 3 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 2
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 3 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 3 CLASS A ASSET BACKED FLOATING RATE
FOURTH ISSUER NOTES DUE [{circle}]
(Initial aggregate principal amount of Series 3 Class A Global Notes:
U.S.$1,500,000,000)
This Series 3 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$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 3 Class A Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof five hundred
million U.S. dollars (U.S.$500,000,000) on the Interest Payment
134
Date falling in [{circle}] (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Fourth Issuer Trust Deed) and to pay quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
135
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
136
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
137
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
138
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
139
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
140
PART G
(3)
SERIES 3 CLASS A GLOBAL FOURTH ISSUER NOTE
NOTE NO. 3
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 3 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$500,000,000 SERIES 3 CLASS A ASSET BACKED FLOATING RATE
FOURTH ISSUER NOTES DUE [{circle}]
(Initial aggregate principal amount of Series 3 Class A Global Notes:
U.S.$1,500,000,000
This Series 3 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to five hundred million U.S. dollars
(U.S.$500,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$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 3 Class A Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof five hundred
million U.S. dollars (U.S.$500,000,000) on the Interest Payment
141
Date falling in [{circle}] (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Fourth Issuer Trust Deed) and to pay quarterly in arrear on each Interest
Payment Date on the principal amount from time to time of this Global
Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
142
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
143
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By: .............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
144
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
145
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
146
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
147
PART H
SERIES 3 CLASS B GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 3 CLASS B GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$35,000,000 SERIES 3 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 3 Class B Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class B
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to thirty five million U.S. dollars
(U.S.$35,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$35,000,000 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 3 Class B Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof thirty five
million U.S. dollars (U.S.$35,000,000) 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 Fourth
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 Fourth 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 Fourth Issuer Trust Deed.
148
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest
149
on this Global Fourth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Fourth 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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
150
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
151
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
152
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
153
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
154
PART I
SERIES 3 CLASS M GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 3 CLASS M GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$38,000,000 SERIES 3 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 3 Class M Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class M
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to thirty eight million U.S. dollars
(U.S.$38,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$38,000,000 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 3 Class M Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof thirty eight
million U.S. dollars (U.S.$38,000,000) 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 Fourth
Issuer Trust Deed) and to pay interest quarterly in arrear on each
Interest Payment Date on the principal amount from time
155
to time of this Global Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions,
156
the Fourth Issuer Trust Deed and the Fourth Issuer Deed of Charge.
Payments of principal and interest in respect of Fourth Issuer Notes
represented by this Global Fourth Issuer Note will be made in accordance
with the Conditions. Upon any payment of principal or interest on this
Global Fourth Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Fourth 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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
157
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
158
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
159
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
160
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
161
PART I
SERIES 3 CLASS C GLOBAL FOURTH ISSUER NOTE
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 3 CLASS C GLOBAL FOURTH ISSUER NOTE
representing up to
U.S.$32,000,000 SERIES 3 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 3 Class C Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class C
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to thirty two million U.S. dollars
(U.S.$32,000,000) and constituted by a Fourth Issuer Trust Deed dated
[{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and
THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated and made on [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
U.S.$32,000,000 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 3 Class C Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof thirty two
million U.S. dollars (U.S.$32,000,000) 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 Fourth
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 Fourth 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 Fourth Issuer Trust Deed.
162
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Fourth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Fourth 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 Fourth 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 Fourth Issuer
Closing Date, the Fourth Issuer or any Paying Agent is or will be required
to make any deduction or withholding from any payment in respect of the
Fourth Issuer Notes which would not be required were the relevant Fourth
Issuer Notes in definitive registered form. Thereupon the holder of this
Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this Global
Fourth Issuer Note for Definitive Fourth Issuer Notes on or after the
Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of U.S.$1,000 or U.S.$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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes, this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest
163
on this Global Fourth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Fourth 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 Fourth 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 Fourth 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. TAX TREATMENT
The Fourth Issuer will treat this Global Fourth Issuer Note as
indebtedness for U.S. federal income tax purposes. Each Holder, by the
acceptance hereof, agrees to treat this Note for U.S. federal income tax
purposes as indebtedness.
6. AUTHENTICATION
This Global Fourth Issuer Note shall not be or become valid or obligatory
for any purpose unless and until authenticated by or on behalf of the
Registrar.
7. GOVERNING LAW
This Global Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
8. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
164
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
165
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
166
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
167
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
U.S.$ U.S.$ U.S.$
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
168
PART J
SERIES 4 CLASS A1 GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 4 CLASS A1 GLOBAL FOURTH ISSUER NOTE
representing up to
E1,000,000,000 SERIES 4 CLASS A1 ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 4 Class A1 Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class A1
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to one billion euro (e1,000,000,000) and
constituted by a Fourth Issuer Trust Deed dated [{circle}], 2004 (the FOURTH
ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used but not defined herein
have the meanings ascribed to them in the amended and restated master
definitions and construction schedule signed by the parties to the Transaction
Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the fourth issuer master definitions and construction schedule,
dated [{circle}], 2004 and signed for the purposes of identification by Allen &
Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Fourth Issuer Trust Deed and this Fourth Issuer Global Note shall
be construed in accordance with the interpretation provisions set out in Clause
2 of the Fourth Issuer Master Definitions and Construction Schedule. The
aggregate principal amount from time to time of this Global Fourth Issuer Note
shall be that amount not exceeding e1,000,000,000 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 4 Class A1 Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
169
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof one billion euro
(e1,000,000,000) 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 Fourth 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 Fourth
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 Fourth Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear Bank
S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and Clearstream
Banking, soci{e'}t{e'} 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 Fourth Issuer Closing Date, the
Fourth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Fourth Issuer
Notes which would not be required were the relevant Fourth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Fourth
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
Fourth Issuer, and the Fourth Issuer may give notice to the Note Trustee
and the Noteholders, of its intention to exchange this Global Fourth
Issuer Note for Definitive Fourth Issuer Notes on or after the Exchange
Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of e500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than e500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note for
Definitive Fourth Issuer Notes this Global Fourth Issuer Note shall be
surrendered to or to
170
the order of the Registrar and cancelled and, if the holder of this Global
Fourth Issuer Note requests, returned to it together with any relevant
Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
171
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
172
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
173
THE SCHEDULE
PART II
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
174
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
175
PART K
SERIES 4 CLASS A2 GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 4 CLASS A2 GLOBAL FOURTH ISSUER NOTE
representing up to
[GBP]600,000,000 SERIES 4 CLASS A2 ASSET BACKED FLOATING RATE FOURTH ISSUER
NOTES DUE JUNE 2042
This Series 4 Class A2 Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class A2
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to six hundred million pounds sterling
({pound-sterling}600,000,000) and constituted by a Fourth Issuer Trust Deed
dated [{circle}], 2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer
and THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed.
Terms used but not defined herein have the meanings ascribed to them in the
amended and restated master definitions and construction schedule signed by the
parties to the Transaction Documents and dated [{circle}], 2004 (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the fourth issuer master definitions
and construction schedule, dated [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
{pound-sterling}600,000,000 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 4 Class A2 Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
176
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof six hundred
million pounds sterling ({pound-sterling}600,000,000) 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear Bank
S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and Clearstream
Banking, soci{e'}t{e'} 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 Fourth Issuer Closing Date, the
Fourth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Fourth Issuer
Notes which would not be required were the relevant Fourth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Fourth
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
Fourth Issuer, and the Fourth Issuer may give notice to the Note Trustee
and the Noteholders, of its intention to exchange this Global Fourth
Issuer Note for Definitive Fourth Issuer Notes on or after the Exchange
Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of [GBP]1,000 or [GBP]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 Fourth 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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer Note
177
for Definitive Fourth Issuer Notes this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Fourth Issuer Trust Deed
and the Fourth Issuer Deed of Charge. Payments of principal and interest
in respect of Fourth Issuer Notes represented by this Global Fourth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Fourth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Fourth
Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part Ii
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this temporary Global Note, but
this does not affect any right or remedy of any person which exists or is
available apart from that Act.
178
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
179
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
180
THE SCHEDULE
PART III
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE ON
NOTE FOLLOWING BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
[GBP] [GBP] [GBP]
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
181
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT EXCHANGED FOLLOWING SUCH
FOR DEFINITIVE PART OF PRINCIPAL EXCHANGE OR NOTATION MADE ON
FOURTH ISSUER AMOUNT PURCHASED PURCHASE AND BEHALF OF THE
DATE MADE NOTES AND CANCELLED CANCELLATION FOURTH ISSUER
[GBP] [GBP] [GBP]
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
182
PART L
SERIES 4 CLASS B GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 4 CLASS B GLOBAL FOURTH ISSUER NOTE
representing up to
E65,000,000 SERIES 4 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
This Series 4 Class B Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class B
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to sixty five million euro
(e65,000,000) and constituted by a Fourth Issuer Trust Deed dated [{circle}],
2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF
NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and construction
schedule, dated [{circle}], 2004 and signed for the purposes of identification
by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated
from time to time), and the Fourth Issuer Trust Deed and this Fourth Issuer
Global Note shall be construed in accordance with the interpretation provisions
set out in Clause 2 of the Fourth Issuer Master Definitions and Construction
Schedule. The aggregate principal amount from time to time of this Global Fourth
Issuer Note shall be that amount not exceeding e65,000,000 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 4 Class B Global Fourth
Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement only.
Title to the Global Fourth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
183
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof sixty five
million euro (e65,000,000) 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 Fourth 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 Fourth
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 Fourth
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Fourth
Issuer Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Fourth Issuer Notes which would not be required were the relevant
Fourth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Fourth Issuer Note for Definitive Fourth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of e500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than e500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer
Note for Definitive Fourth Issuer Notes this Global Fourth Issuer Note,
shall be surrendered to or to
184
the order of the Registrar and cancelled and, if the holder of this
Global Fourth Issuer Note requests, returned to it together with any
relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal and
interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part IV of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part IV
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
185
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
186
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
187
THE SCHEDULE
PART IV
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
188
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
189
PART M
SERIES 4 CLASS M GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 4 CLASS M GLOBAL FOURTH ISSUER NOTE
representing up to
E68,000,000 SERIES 4 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
This Series 4 Class M Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class M
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to sixty eight million euro
(e68,000,000) and constituted by a Fourth Issuer Trust Deed dated [{circle}],
2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF
NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and
construction schedule, dated 25th November and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
e68,000,000 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 4 Class M Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration
in the Register and only the registered holder is entitled to payment in
respect of this Global Fourth Issuer Note.
190
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof sixty eight
million euro (E68,000,000) 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 Fourth 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 Fourth
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 Fourth
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Fourth
Issuer Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Fourth Issuer Notes which would not be required were the relevant
Fourth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Fourth Issuer Note for Definitive Fourth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of E500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than E500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer
Note for Definitive Fourth Issuer Notes this Global Fourth Issuer Note,
shall be surrendered to or to
191
the order of the Registrar and cancelled and, if the holder of this Global
Fourth Issuer Note requests, returned to it together with any relevant
Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal and
interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part Ii
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
192
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
193
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
194
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
195
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
196
PART M
SERIES 4 CLASS C GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 4 CLASS C GLOBAL FOURTH ISSUER NOTE
representing up to
E[{circle}] SERIES 4 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
This Series 4 Class C Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class C
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to [{circle}] euro (e[{circle}]) and
constituted by a Fourth Issuer Trust Deed dated [{circle}], 2004 (the FOURTH
ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF NEW YORK, 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 Fourth Issuer Trust Deed. Terms used but not defined
herein have the meanings ascribed to them in the amended and restated master
definitions and construction schedule signed by the parties to the Transaction
Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the fourth issuer master definitions and construction schedule,
dated 25th November and signed for the purposes of identification by Allen &
Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Fourth Issuer Trust Deed and this Fourth Issuer Global Note
shall be construed in accordance with the interpretation provisions set out in
Clause 2 of the Fourth Issuer Master Definitions and Construction Schedule. The
aggregate principal amount from time to time of this Global Fourth Issuer Note
shall be that amount not exceeding E[{circle}] 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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration
in the Register and only the registered holder is entitled to payment in
respect of this Global Fourth Issuer Note.
197
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof [{circle}] euro
(e[{circle}]) 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 Fourth 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 Fourth 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 Fourth Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Fourth
Issuer Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Fourth Issuer Notes which would not be required were the relevant
Fourth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Fourth Issuer Note for Definitive Fourth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of e500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than e500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer
Note for Definitive Fourth Issuer Notes this Global Fourth Issuer Note,
shall be surrendered to or to
198
the order of the Registrar and cancelled and, if the holder of this Global
Fourth Issuer Note requests, returned to it together with any relevant
Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal and
interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
199
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
200
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
201
THE SCHEDULE
PART II
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
202
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
203
PART N
SERIES 5 CLASS A GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 5 CLASS A GLOBAL FOURTH ISSUER NOTE
representing up to
E700,000,000 SERIES 5 CLASS A ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
This Series 5 Class A Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class A
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to seven hundred million euro
(e700,000,000) and constituted by a Fourth Issuer Trust Deed dated [{circle}],
2004 (the FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF
NEW YORK, 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 Fourth Issuer Trust Deed. Terms used
but not defined herein have the meanings ascribed to them in the amended and
restated master definitions and construction schedule signed by the parties to
the Transaction Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE) and the fourth issuer master definitions and
construction schedule, dated [{circle}], 2004 and signed for the purposes of
identification by Allen & Overy and Sidley Austin Brown & Wood (the FOURTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Fourth Issuer Trust Deed and this
Fourth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Fourth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Fourth Issuer Note shall be that amount not exceeding
e1,000,000,000 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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration
in the Register and only the registered holder is entitled to payment in
respect of this Global Fourth Issuer Note.
204
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof seven hundred
million euro (e700,000,000) 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 Fourth Issuer Trust
Deed) and to pay interest annaually 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 Fourth 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 Fourth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Fourth
Issuer Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Fourth Issuer Notes which would not be required were the relevant
Fourth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Fourth Issuer Note for Definitive Fourth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of e500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than e500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer
Note
205
for Definitive Fourth Issuer Notes this Global Fourth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Fourth Issuer Note requests, returned to it together
with any relevant Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal and
interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
206
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
207
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
208
THE SCHEDULE
PART IXX
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
209
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
210
PART O
SERIES 5 CLASS B GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 5 CLASS B GLOBAL FOURTH ISSUER NOTE
representing up to
E17,000,000 SERIES 5 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
This Series 5 Class B Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class B
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to seventeen million euro (e17,000,000)
and constituted by a Fourth Issuer Trust Deed dated [{circle}], 2004 (the
FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF NEW YORK,
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 Fourth Issuer Trust Deed. Terms used but not defined
herein have the meanings ascribed to them in the amended and restated master
definitions and construction schedule signed by the parties to the Transaction
Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the fourth issuer master definitions and construction schedule,
dated [{circle}], 2004 and signed for the purposes of identification by Allen &
Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Fourth Issuer Trust Deed and this Fourth Issuer Global Note
shall be construed in accordance with the interpretation provisions set out in
Clause 2 of the Fourth Issuer Master Definitions and Construction Schedule. The
aggregate principal amount from time to time of this Global Fourth Issuer Note
shall be that amount not exceeding E17,000,000 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 Fourth
Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement only.
Title to the Global Fourth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Fourth Issuer Note.
211
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof seventeen
million euro (e17,000,000) 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 Fourth 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 Fourth
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 Fourth
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Fourth
Issuer Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Fourth Issuer Notes which would not be required were the relevant
Fourth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Fourth Issuer Note for Definitive Fourth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of e500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than e500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer
Note for Definitive Fourth Issuer Notes this Global Fourth Issuer Note,
shall be surrendered to or to
212
the order of the Registrar and cancelled and, if the holder of this Global
Fourth Issuer Note requests, returned to it together with any relevant
Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal and
interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
213
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
214
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
215
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
216
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
217
PART P
SERIES 5 CLASS M GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 5 CLASS M GLOBAL FOURTH ISSUER NOTE
representing up to
E18,000,000 SERIES 5 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
This Series 5 Class M Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class M
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to eighteen million euro (e18,000,000)
and constituted by a Fourth Issuer Trust Deed dated [{circle}], 2004 (the
FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF NEW YORK,
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 Fourth Issuer Trust Deed. Terms used but not defined
herein have the meanings ascribed to them in the amended and restated master
definitions and construction schedule signed by the parties to the Transaction
Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the fourth issuer master definitions and construction schedule,
dated 25th November and signed for the purposes of identification by Allen &
Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Fourth Issuer Trust Deed and this Fourth Issuer Global Note
shall be construed in accordance with the interpretation provisions set out in
Clause 2 of the Fourth Issuer Master Definitions and Construction Schedule. The
aggregate principal amount from time to time of this Global Fourth Issuer Note
shall be that amount not exceeding e18,000,000 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 M Global
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration
in the Register and only the registered holder is entitled to payment in
respect of this Global Fourth Issuer Note.
218
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof eighteen million
euro (E18,000,000) 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 Fourth 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 Fourth 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 Fourth Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Fourth
Issuer Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Fourth Issuer Notes which would not be required were the relevant
Fourth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Fourth Issuer Note for Definitive Fourth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of e500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than e500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer
Note for Definitive Fourth Issuer Notes this Global Fourth Issuer Note,
shall be surrendered to or to
219
the order of the Registrar and cancelled and, if the holder of this Global
Fourth Issuer Note requests, returned to it together with any relevant
Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal and
interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part Ii of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part Ii
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
220
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
221
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
222
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
223
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
224
PART P
SERIES 5 CLASS C GLOBAL FOURTH ISSUER NOTE
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
SERIES 5 CLASS C GLOBAL FOURTH ISSUER NOTE
representing up to
E15,000,000 SERIES 5 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
This Series 5 Class C Global Fourth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class C
Fourth Issuer Notes of PERMANENT FINANCING (NO. 4) PLC (the FOURTH ISSUER),
designated as specified in the title hereof (the FOURTH ISSUER NOTES), limited
to the aggregate principal amount of up to fifteen million euro (e15,000,000)
and constituted by a Fourth Issuer Trust Deed dated [{circle}], 2004 (the
FOURTH ISSUER TRUST DEED) between the Fourth Issuer and THE BANK OF NEW YORK,
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 Fourth Issuer Trust Deed. Terms used but not defined
herein have the meanings ascribed to them in the amended and restated master
definitions and construction schedule signed by the parties to the Transaction
Documents and dated [{circle}], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the fourth issuer master definitions and construction schedule,
dated 25th November and signed for the purposes of identification by Allen &
Overy and Sidley Austin Brown & Wood (the FOURTH ISSUER MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Fourth Issuer Trust Deed and this Fourth Issuer Global Note
shall be construed in accordance with the interpretation provisions set out in
Clause 2 of the Fourth Issuer Master Definitions and Construction Schedule. The
aggregate principal amount from time to time of this Global Fourth Issuer Note
shall be that amount not exceeding e15,000,000 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
Fourth Issuer Notes. This Global Fourth Issuer Note is evidence of entitlement
only. Title to the Global Fourth Issuer Notes passes only on due registration
in the Register and only the registered holder is entitled to payment in
respect of this Global Fourth Issuer Note.
225
1. PROMISE TO PAY
Subject as provided in this Global Fourth Issuer Note the Fourth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Fourth Issuer Note (being at the date hereof fifteen million
euro (E15,000,000) 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 Fourth 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 Fourth 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 Fourth Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE FOURTH ISSUER NOTES AND PURCHASES
This Global Fourth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Fourth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Fourth
Issuer Closing Date, the Fourth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Fourth Issuer Notes which would not be required were the relevant
Fourth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Fourth 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 Fourth Issuer, and the Fourth Issuer may give
notice to the Note Trustee and the Noteholders, of its intention to
exchange this Global Fourth Issuer Note for Definitive Fourth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Fourth Issuer
Note shall surrender this Global Fourth Issuer Note to or to the order of
the Registrar. In exchange for this Global Fourth Issuer Note the Fourth
Issuer will deliver, or procure the delivery of, Definitive Fourth Issuer
Notes in registered form in denominations of e500,000 each, or any
integral multiple thereof, or in such other denominations (which must be
higher than e500,000) as the Note Trustee shall determine and notify to
the relevant Noteholders, in exchange for the whole of this Global Fourth
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 Fourth Issuer Note in
accordance with the Fourth Issuer Trust Deed, the Conditions and the
Fourth 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 Fourth
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 Fourth Issuer
Note for Definitive Fourth Issuer Notes this Global Fourth Issuer Note,
shall be surrendered to or to
226
the order of the Registrar and cancelled and, if the holder of this Global
Fourth Issuer Note requests, returned to it together with any relevant
Definitive Fourth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Fourth Issuer Note has
been extinguished, this Global Fourth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Fourth Issuer Trust
Deed and the Fourth Issuer Deed of Charge. Payments of principal and
interest in respect of Fourth Issuer Notes represented by this Global
Fourth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Fourth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Fourth Issuer on Part II of the Schedule hereto.
Upon any payment of principal and endorsement of such payment on Part II
of the Schedule hereto, the principal amount of this Global Fourth 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 Fourth 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 Fourth 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 Fourth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Fourth Issuer has in the
Fourth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Fourth
Issuer Global Note.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No rights are conferred on any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this temporary Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
227
IN WITNESS WHEREOF the Fourth Issuer has caused this Global Fourth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
228
CERTIFICATE OF AUTHENTICATION
This Global Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
229
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Fourth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
FOURTH ISSUER NOTATION MADE
NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
230
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Fourth Issuer Notes and purchases and
cancellations of a part of this Global Fourth Issuer Note have been made:
AGGREGATE
PART OF PRINCIPAL PRINCIPAL AMOUNT
AMOUNT PART OF PRINCIPAL FOLLOWING SUCH
EXCHANGED FOR AMOUNT EXCHANGE OR NOTATION MADE
DEFINITIVE FOURTH PURCHASED AND PURCHASE AND ON BEHALF OF THE
DATE MADE ISSUER NOTES CANCELLED CANCELLATION FOURTH ISSUER
E E E
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
_________________ _________________ _________________ _________________ _________________
231
SCHEDULE 2
FORMS OF DEFINITIVE FOURTH ISSUER NOTES
PART 1
SERIES 1 CLASS A DEFINITIVE FOURTH ISSUER NOTE
- ---------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ---------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$1,500,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE FOURTH ISSUER
NOTES DUE DECEMBER 2004
(the SERIES 1 CLASS A FOURTH ISSUER NOTES)
This Series 1 Class A Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 1
Class A Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
1 Class A Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 1
Class A Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class A Fourth Issuer Notes, such Series 1 Class A Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. dollars) and is/are entitled on the Interest
Payment Date falling in March 2005 (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 Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust
Deed.
232
IN WITNESS WHEREOF this registered Series 1 Class A Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class A Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
233
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
234
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$........................... principal amount of this Series 1 Class A
Fourth Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing ..................... as attorney to transfer such principal amount
of this Series 1 Class A Fourth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
235
PART 2
SERIES 1 CLASS B DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- -----------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$50,000,000 SERIES 1 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 1 CLASS B FOURTH ISSUER NOTES)
This Series 1 Class B Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between Permanent Financing (No. 4) PLC (the FOURTH
ISSUER) and The Bank of New York, as trustee for the holders of the Series 1
Class B Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
1 Class B Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 1
Class B Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class B Fourth Issuer Notes, such Series 1 Class B Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 1 Class B Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By: .........................
Director
By ............................
236
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class B Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
237
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
238
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$................ principal amount of this Series 1 Class B Fourth Issuer
Note and all rights hereunder, hereby irrevocably constituting and appointing
..................... as attorney to transfer such principal amount of this
Series 1 Class B Fourth Issuer Note in the register maintained by or on behalf
of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
239
PART 3
SERIES 1 CLASS M DEFINITIVE FOURTH ISSUER NOTE
- ------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$55,000,000 SERIES 1 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 1 CLASS C FOURTH ISSUER NOTES)
This Series 1 Class M Fourth Issuer Note forms one of a series of notes
constituted by a fourht issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between Permanent Financing (No. 4) PLC (the FOURTH
ISSUER) and The Bank of New York, as trustee for the holders of the Series 1
Class C Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
1 Class M Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 1
Class M Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class C Fourth Issuer Notes, such Series 1 Class M Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 M Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C)) endorsed hereon of this Series 1 Class M Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 1 Class M Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
240
CERTIFICATE OF AUTHENTICATION
This Series 1 Class M Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
241
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
242
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 1 Class M Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing................. as attorney to transfer such principal amount of
this Fourth Issuer Note in the register maintained by or on behalf of PERMANENT
FINANCING (NO. 4) PLC with full power of substitution.
Signature(s).......................
Date:..............................
NOTES:
1. This form of transfer must be accompanied by such documents, evidence and
information as may be required pursuant to the Series 1 Class M Fourth
Issuer Trust Deed and the Fourth Issuer Paying Agent and Agent Bank
Agreement (as defined in the Conditions) and must be executed under the
hand of the transferor or, if the transferor is a corporation, either
under its common seal or under the hand of two of its officers duly
authorised in writing and, in such latter case, the document so
authorising such officers must be delivered with this form of transfer.
2. The signature(s) on this form of transfer must correspond with the
name(s) as it/they appear(s) on the face of this Series 1 Class M Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
243
PART 4
SERIES 1 CLASS C DEFINITIVE FOURTH ISSUER NOTE
- ---------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ---------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$[{circle}] SERIES 1 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 1 CLASS C FOURTH ISSUER NOTES)
This Series 1 Class C Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between Permanent Financing (No. 4) PLC (the FOURTH
ISSUER) and The Bank of New York, as trustee for the holders of the Series 1
Class C Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
1 Class C Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 1
Class C Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class C Fourth Issuer Notes, such Series 1 Class C Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 1 Class C Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
244
CERTIFICATE OF AUTHENTICATION
This Series 1 Class C Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
245
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
246
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 1 Class C Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing............... as attorney to transfer such principal amount of this
Fourth Issuer Note in the register maintained by or on behalf of PERMANENT
FINANCING (NO. 4) 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 Fourth
Issuer Trust Deed and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
247
PART 5
SERIES 2 CLASS A DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- -----------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$1,750,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE FOURTH ISSUER
NOTES DUE MARCH 2009
(the SERIES 2 CLASS A FOURTH ISSUER NOTES)
This Series 2 Class A Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 2
Class A Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
2 Class A Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 2
Class A Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class A Fourth Issuer Notes, such Series 2 Class A Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. dollars) and is/are entitled on the Interest
Payment Date falling in March 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 2 Class A Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 2 Class A Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:......................
Director
248
By:.......................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class A Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.............................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
249
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
250
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$...................... principal amount of this Series 2 Class A Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing ............................. as attorney to transfer such principal
amount of this Series 2 Class A Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
251
PART 6
SERIES 2 CLASS B DEFINITIVE FOURTH ISSUER NOTE
- ----------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ----------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$41,000,000 SERIES 2 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 2 CLASS B FOURTH ISSUER NOTES)
This Series 2 Class B Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 2
Class B Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
2 Class B Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 2
Class B Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class B Fourth Issuer Notes, such Series 2 Class B Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 2 Class B Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
252
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class B Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
253
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
254
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 2 Class B Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.................. as attorney to transfer such principal amount of
this Series 2 Class B Fourth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
255
PART 7
SERIES 2 CLASS M DEFINITIVE FOURTH ISSUER NOTE
- ----------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ----------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$45,000,000 SERIES 2 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 2 CLASS M FOURTH ISSUER NOTES)
This Series 2 Class M Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 2
Class M Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
2 Class M Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 2
Class M Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class M Fourth Issuer Notes, such Series 2 Class M Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 M Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C)) endorsed hereon of this Series 2 Class M Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 2 Class M Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
256
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class M Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
257
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
258
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 2 Class M Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing........................... as attorney to transfer such principal
amount of this Series 2 Class M Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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.
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 M FOURTH ISSUER NOTE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
259
PART 8
SERIES 2 CLASS C DEFINITIVE FOURTH ISSUER NOTE
- ------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$38,000,000 SERIES 2 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 2 CLASS C FOURTH ISSUER NOTES)
This Series 2 Class C Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 2
Class C Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
2 Class C Fourth Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000
each, or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 2
Class C Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class C Fourth Issuer Notes, such Series 2 Class C Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 2 Class C Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
260
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class C Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
261
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
262
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 2 Class C Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.................. as attorney to transfer such principal amount of
this Series 2 Class C Fourth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
263
PART 9
SERIES 3 CLASS A DEFINITIVE FOURTH ISSUER NOTE
- ------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
U.S.$1,500,000,000 SERIES 3 CLASS A ASSET BACKED FLOATING RATE FOURTH ISSUER
NOTES DUE [{circle}]
(the SERIES 3 CLASS A FOURTH ISSUER NOTES)
This Series 3 Class A Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 3
Class A Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
3 Class A Fourth Issuer Notes in denominations of US$1,000 or US$10,000 each,
or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 3
Class A Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class A Fourth Issuer Notes, such Series 3 Class A Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. dollars) and is/are entitled on the Interest
Payment Date falling in [{circle}] (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 Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C)) endorsed hereon of this Series 3 Class A Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 3 Class A Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:........................
Director
By:........................
264
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class A Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
...........................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
265
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
266
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$................. principal amount of this Series 3 Class A Fourth Issuer
Note and all rights hereunder, hereby irrevocably constituting and appointing
.......................... as attorney to transfer such principal amount of this
Series 3 Class A Fourth Issuer Note in the register maintained by or on behalf
of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
267
PART 10
SERIES 3 CLASS B DEFINITIVE FOURTH ISSUER NOTE
- -------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- -------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
US$35,000,000 SERIES 3 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 3 CLASS B FOURTH ISSUER NOTES)
This Series 3 Class B Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 3
Class B Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
3 Class B Fourth Issuer Notes in denominations of US$1,000 or US$10,000 each,
or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 3
Class B Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class B Fourth Issuer Notes, such Series 3 Class B Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 3 Class B Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 3 Class B Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
268
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class B Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
269
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
270
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 3 Class B Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing............................. as attorney to transfer such principal
amount of this Series 3 Class B Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
271
PART 11
SERIES 3 CLASS M DEFINITIVE FOURTH ISSUER NOTE
- ------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- ------------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
US$38,000,000 SERIES 3 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 3 CLASS M FOURTH ISSUER NOTES)
This Series 3 Class M Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 3
Class M Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
3 Class M Fourth Issuer Notes in denominations of US$1,000 or US$10,000 each,
or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 3
Class M Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class M Fourth Issuer Notes, such Series 3 Class M Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 3 Class M Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth Issuer
Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C)) endorsed hereon of this Series 3 Class M Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 3 Class M Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
272
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class M Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
273
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
274
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 3 Class M Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing....................... as attorney to transfer such principal amount
of this Series 3 Class M Fourth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 M Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
275
PART 12
SERIES 3 CLASS C DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- -----------------------------------------------------------------------------
PERMANENT FINANCING (NO. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
US$32,000,000 SERIES 3 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 3 CLASS C FOURTH ISSUER NOTES)
This Series 3 Class C Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 3
Class C Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
3 Class C Fourth Issuer Notes in denominations of US$1,000 or US$10,000 each,
or integral multiples thereof, or in such other denominations as the Note
Trustee shall determine and notify to the holders of the relevant Series 3
Class C Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class C Fourth Issuer Notes, such Series 3 Class C Fourth Issuer Notes being
in the denomination of U.S.$ ( U.S. 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 3 Class C Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
U.S.$ ( U.S. 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 Fourth 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 Fourth 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 Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 3 Class C Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
276
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class C Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
277
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
278
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
U.S.$....................... principal amount of this Series 3 Class C Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.................... as attorney to transfer such principal amount of
this Series 3 Class C Fourth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
279
PART 13
SERIES 4 CLASS A1 DEFINITIVE FOURTH ISSUER NOTE
- ------------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- ------------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E1,000,000,000 SERIES 4 CLASS A1 ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES
DUE JUNE 2042
(the SERIES 4 CLASS A1 FOURTH ISSUER NOTES)
This Series 4 Class A1 Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 4
Class A1 Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
4 Class A1 Fourth Issuer Notes in denominations of E500,000 each, or integral
multiples thereof, or in such other denominations (which must be higher than
E500,000) as the Note Trustee shall determine and notify to the holders of the
relevant Series 4 Class A1 Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class A1 Fourth Issuer Notes, such Series 4 Class A1 Fourth Issuer Notes
being in the denomination of E ( 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 A1 Fourth Issuer Notes (the
CONDITIONS) endorsed hereon) to the repayment of such principal sum of:
E ( 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 Fourth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C)) endorsed hereon of this Series 4 Class A1 Fourth 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
280
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 Fourth Issuer
Trust Deed.
IN WITNESS WHEREOF this registered Series 4 Class A1 Fourth Issuer Note has
been executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class A1 Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
281
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
282
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 4 Class A1 Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.........................................as attorney to transfer such
principal amount of this Series 4 Class A1 Fourth Issuer Note in the register
maintained by or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 A1 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
283
PART 14
SERIES 4 CLASS A2 DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES] [SERIAL NO.]
- -----------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
{pound-sterling}600,000,000 SERIES 4 CLASS A2 ASSET BACKED FLOATING RATE FOURTH
ISSUER NOTES DUE JUNE 2042
(the SERIES 4 CLASS A2 FOURTH ISSUER NOTES)
This Series 4 Class A2 Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 4
Class A2 Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
4 Class A2 Fourth Issuer Notes in denominations of {pound-sterling}1,000 or
{pound-sterling}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 A2 Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class A2 Fourth Issuer Notes, such Series 4 Class A2 Fourth 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 4 Class A2
Fourth 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 Fourth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C)) endorsed hereon of this Series 4 Class A2 Fourth 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
284
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 Fourth Issuer
Trust Deed.
IN WITNESS WHEREOF this registered Series 4 Class A2 Fourth Issuer Note has
been executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class A2 Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
285
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
286
FORM OF TRANSFER OF DEFINITIVE FOURTH 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 A2 Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.......................... as attorney to transfer such principal
amount of this Series 4 Class A2 Fourth Issuer Note in the register maintained
by or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 A2 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
287
PART 15
SERIES 4 CLASS B DEFINITIVE FOURTH ISSUER NOTE
- ---------------------------------------------------------------------------
[500,000] [ISIN:] [SERIES] [SERIAL NO.]
- ---------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E65,000,000 SERIES 4 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
(the SERIES 4 CLASS B FOURTH ISSUER NOTES)
This Series 4 Class B Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 4
Class B Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
4 Class B Fourth Issuer Notes in denominations of e500,000 each, or integral
multiples thereof, or in such other denominations (which must be higher than
e500,000) as the Note Trustee shall determine and notify to the holders of the
relevant Series 4 Class B Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class B Fourth Issuer Notes, such Series 4 Class B Fourth Issuer Notes being
in the denomination of E ( 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 Fourth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
E ( 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 Fourth 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 Fourth Issuer Note at
rates determined in accordance with the Conditions payable quarterly in arrear
on each Interest Payment Date and together with such other
288
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 4 Class B Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class B Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
289
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
290
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 4 Class B Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing........................ as attorney to transfer such principal amount
of this Series 4 Class B Fourth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
291
PART 16
SERIES 4 CLASS M DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- -----------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E68,000,000 SERIES 4 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
(the SERIES 4 CLASS M FOURTH ISSUER NOTES)
This Series 4 Class M Fourth Issuer Note forms one of a series of notes
constituted by a fourht issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 4
Class M Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series
4 Class M Fourth Issuer Notes in denominations of E500,000 each, or integral
multiples thereof, or in such other denominations (which must be higher than
E500,000) as the Note Trustee shall determine and notify to the holders of the
relevant Series 4 Class m Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class M Fourth Issuer Notes, such Series 4 Class M Fourth Issuer Notes being
in the denomination of E ( 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 M Fourth Issuer Notes (the Conditions) endorsed
hereon) to the repayment of such principal sum of:
E ( 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 Fourth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C)) endorsed hereon of this Series 4 Class M Fourth Issuer Note at
rates determined in accordance with the Conditions payable quarterly in arrear
on each Interest Payment Date and together with such other
292
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 4 Class M Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class M Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
293
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
294
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 4 Class M Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing................. as attorney to transfer such principal amount of
this Series 4 Class M Fourth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 M Fourth
Issuer Note in every particular, without alteration or enlargement or any
change whatever.
295
PART 17
SERIES 4 CLASS C DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- -----------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E[{circle}] SERIES 4 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
(the SERIES 4 CLASS C FOURTH ISSUER NOTES)
This Series 4 Class C Fourth Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 4
Class C Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 4
Class C Fourth Issuer Notes in denominations of E500,000 each, or integral
multiples thereof, or in such other denominations (which must be higher than
E500,000) as the Note Trustee shall determine and notify to the holders of the
relevant Series 4 Class C Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class C Fourth Issuer Notes, such Series 4 Class C Fourth Issuer Notes being
in the denomination of e ( 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 Fourth Issuer Notes (the Conditions) endorsed
hereon) to the repayment of such principal sum of:
E ( 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 Fourth 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 Fourth Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other
296
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 4 Class C Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class C Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
297
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
298
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 4 Class C Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointinG ........................ as attorney to transfer such principal
amount of this Series 4 Class C Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
299
PART 18
SERIES 5 CLASS A DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[1,000/10,000] [ISIN: ] [SERIES] [SERIAL NO.]
- -----------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E700,000,000 SERIES 5 CLASS A ASSET BACKED FIXED-FLOATING RATE FOURTH ISSUER
NOTES DUE JUNE 2042
(the SERIES 5 CLASS A FOURTH ISSUER NOTES)
This Series 5 Class A Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 5
Class A Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5
Class A Fourth Issuer Notes in denominations of E500,000, or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine
(which must be higher than E500,000) and notify to the holders of the relevant
Series 5 Class A Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class A Fourth Issuer Notes, such Series 5 Class A Fourth Issuer Notes being
in the denomination of E ( 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 5 Class A Fourth Issuer Notes (the CONDITIONS endorsed
hereon) to the repayment of such principal sum of:
E ( 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 Fourth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in Condition
5(C)) endorsed hereon of this Series 5 Class A Fourth Issuer Note at rates
determined in accordance with the Conditions payable quarterly in annually or
arrear, as the case may be, on each Interest Payment Date
300
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 Fourth Issuer
Trust Deed.
IN WITNESS WHEREOF this registered Series 5 Class A Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class A Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
301
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
302
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 5 Class A Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing........................... as attorney to transfer such principal
amount of this Series 5 Class A Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
303
PART 19
SERIES 5 CLASS B DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- -----------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E17,000,000 SERIES 5 CLASS B ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
(the SERIES 5 CLASS B FOURTH ISSUER NOTES)
This Series 5 Class B Fourth Issuer Note forms one of a series of notes
constituted by a fourth issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 5
Class B Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5
Class B Fourth Issuer Notes in denominations of E500,000 each, or integral
multiples thereof, or in such other denominations (which must be higher than
E500,000) as the Note Trustee shall determine and notify to the holders of the
relevant Series 5 Class B Fourth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class B Fourth Issuer Notes, such Series 5 Class B Fourth Issuer Notes being
in the denomination of E ( 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 5 Class B
Fourth Issuer Notes (the CONDITIONS) endorsed hereon) to the repayment of such
principal sum of:
E ( 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 Fourth 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 Fourth Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other
304
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 5 Class B Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class B Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
305
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
306
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 5 Class B Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing........................... as attorney to transfer such principal
amount of this Series 5 Class B Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
307
PART 20
SERIES 5 CLASS M DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- -----------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E15,000,000 SERIES 5 CLASS M ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
(the SERIES 5 CLASS M FOURTH ISSUER NOTES)
This Series 5 Class M Fourth Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 5
Class M Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5
Class M Fourth Issuer Notes in denominations of E500,000 each, or integral
multiples thereof, or in such other denominations (which must be higher than
E500,000) as the Note Trustee shall determine and notify to the holders of the
relevant Series 5 Class M.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class M Fourth Issuer Notes, such Series 5 Class M Fourth Issuer Notes being
in the denomination of E ( 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 5 Class M Fourth Issuer Notes (the Conditions) endorsed
hereon) to the repayment of such principal sum of:
E ( 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 Fourth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in Condition
5(C)) endorsed hereon of this Series 5 Class M Fourth Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other
308
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 5 Class C Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class M Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
309
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
310
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 5 Class M Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing........................... as attorney to transfer such principal
amount of this Series 5 Class M Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 M Fourth Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
311
PART 21
SERIES 5 CLASS C DEFINITIVE FOURTH ISSUER NOTE
- -----------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- -----------------------------------------------------------------------------
THIS FOURTH 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 FOURTH 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. 4) PLC
(Incorporated with limited liability in England with registered number 4988201)
E15,000,000 SERIES 5 CLASS C ASSET BACKED FLOATING RATE FOURTH ISSUER NOTES DUE
JUNE 2042
(the SERIES 5 CLASS C FOURTH ISSUER NOTES)
This Series 5 Class C Fourth Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the FOURTH ISSUER TRUST DEED) dated
[{circle}], 2004 made between PERMANENT FINANCING (NO. 4) PLC (the FOURTH
ISSUER) and THE BANK OF NEW YORK, as trustee for the holders of the Series 5
Class C Fourth Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5
Class C Fourth Issuer Notes in denominations of E500,000 each, or integral
multiples thereof, or in such other denominations (which must be higher than
E500,000) 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 Fourth Issuer Notes, such Series 5 Class C Fourth Issuer Notes being
in the denomination of E ( 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 5 Class C Fourth Issuer Notes (the Conditions) endorsed
hereon) to the repayment of such principal sum of:
E ( 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 Fourth 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 Fourth Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other
312
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Fourth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 5 Class C Fourth Issuer Note has been
executed on behalf of the Fourth Issuer.
PERMANENT FINANCING (NO. 4) PLC
By:.............................
Director
By:.............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class C Fourth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
313
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
314
FORM OF TRANSFER OF DEFINITIVE FOURTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
E........................... principal amount of this Series 5 Class C Fourth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing........................... as attorney to transfer such principal
amount of this Series 5 Class C Fourth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 4) 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 Fourth Issuer Trust Deed
and the Fourth 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 Fourth Issuer
Note in every particular, without alteration or enlargement or any change
whatever.
315
SCHEDULE 3
TERMS AND CONDITIONS OF THE FOURTH ISSUER NOTES
[TO BE INSERTED FROM OFFERING CIRCULAR WHEN FINALISED]
316
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 Fourth Issuer Notes
(represented by a Global Fourth Issuer Note and
not being Fourth 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 Fourth Issuer Notes will cease to be
so held until the first to occur of:
I. the conclusion of the meeting specified in
such certificate or, if applicable, of any
adjourned such meeting; and
II. 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 Fourth 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 Fourth Issuer Notes
(represented by a Global Fourth Issuer Note and
not being Fourth 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 Fourth Issuer Notes will
cease to be so held until the first to occur of:
I. the conclusion of the meeting specified in
such document or, if applicable, of any
adjourned such meeting; and
II. 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 Fourth
Issuer Note which is to be released or (as
the case may require) the Fourth Issuer Note
or Fourth 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 Agent to the
Fourth Issuer in accordance with paragraph
hereof of the necessary amendment to the
block voting instruction;
317
(B) it is certified that each holder of such Fourth
Issuer Notes has instructed such Paying Agent that
the vote(s) attributable to the Fourth Issuer Note
or Fourth 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 Fourth
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 Fourth 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) FOURTH ISSUER NOTES and NOTEHOLDERS shall mean:
(A) in connection with a single meeting of Class A
Fourth Issuer Noteholders, Class A Fourth Issuer
Notes and Class A Fourth Issuer Noteholders,
respectively;
(B) in connection with a meeting of Class B Fourth
Issuer Noteholders, Class B Fourth Issuer Notes
and Class B Fourth Issuer Noteholders
respectively;
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(C) in connection with a meeting of Class M Fourth
Issuer Noteholders, Class M Fourth Issuer Notes
and Class M Fourth Issuer Noteholders
respectively; and
(D) in connection with a meeting of Class C Fourth
Issuer Noteholders, Class C Fourth Issuer Notes
and Class C Fourth Issuer Noteholders
respectively.
(b) A holder of a Fourth Issuer Note represented by a Global
Fourth Issuer Note may obtain a voting certificate in
respect of such Fourth Issuer Note from a Paying Agent
or require a Paying Agent to issue a block voting
instruction in respect of such Fourth Issuer Note or by
such Fourth 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 Fourth
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 Fourth Issuer Notes.
(c) (i) A holder of Definitive Fourth 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 Fourth 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 Fourth Issuer Notes to
which such appointment relates and the holder of
the Definitive Fourth Issuer Notes shall be deemed
for such purposes not to be the holder.
(d) [For so long as any Fourth Issuer Notes is represented
by a Fourth Issuer Global Note registered in the name of
DTC or its nominee, DTC may mail an Omnibus Proxy to the
Fourth Issuer in accordance with and in the form used by
DTC as part of its usual procedures from time to time in
relation to meetings of Noteholders. Such Omnibus Proxy
shall assign the voting rights in respect of the
relevant meeting to DTC's direct participants as of the
record date specified therein. Any such assignee
participant may, by an instrument in writing in the
English language signed by such assignee participant,
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
319
delivered to the specified office of the Paying Agent
before the time fixed for the relevant meeting, appoint
any person (a SUB-PROXY") to act on his or its behalf in
connection with any meeting of Noteholders and any
adjourned such meeting. All references to "PROXY" or
"PROXIES" in this Schedule other than in this
sub-paragraph (D) shall be read so as to include
references to "SUB-PROXY" or "SUB- PROXIES".]
2. The Fourth 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 Fourth Issuer Notes for the time
being outstanding convene a meeting of the Noteholders and if the Fourth
Issuer makes default for a period of seven days in convening such a
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 (a) Fourth Issuer
Notes represented by a Global Fourth 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 (b) the holders of
Definitive Fourth 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 Fourth Issuer (unless
the meeting is convened by the Fourth 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 Fourth 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 the provisions of Section 316(b) of the Trust Indenture Act, at
any such meeting one or more persons present holding Fourth 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 Fourth 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 Fourth 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 Fourth
Issuer Notes (or, at any adjourned meeting, two or more persons being or
representing Noteholders whatever the aggregate Principal Amount
Outstanding of the Fourth Issuer Notes so held or represented) PROVIDED
THAT at any meeting the business of
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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 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 Fourth Issuer Notes;
(b) alteration of the currency in which payments under the Fourth 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 Fourth 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 Fourth
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 Fourth Issuer Notes or voting certificates or being proxies or
representatives (whatever the principal amount of the Fourth 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
Fourth 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 Fourth Issuer Notes for the time
being outstanding.
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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 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 Fourth Issuer,
the Note Trustee or any person present holding a Definitive Fourth Issuer
Note or a voting certificate or being a proxy or representative (whatever
the principal amount of the Fourth 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 Fourth Issuer Trust Deed and any
director or officer of the Fourth 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 Fourth Issuer Trust Deed unless he either produces Fourth Issuer
Note(s) or a voting certificate or is a proxy or a representative or is
the holder of a Definitive Fourth Issuer Note or Definitive Fourth Issuer
Notes. No person shall be entitled to vote at any meeting in respect of
Fourth Issuer Notes held by, for the benefit of, or on behalf of, the
Fourth 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 Fourth Issuer.
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 Fourth Issuer Notes
or is a proxy or representative shall have one vote; and
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(b) on a poll every person who is so present shall have one vote in
respect of each {pound-sterling}1, U.S.$1 or E1 (or such other
amount as the Note Trustee may in its absolute discretion stipulate)
in principal amount of the Fourth 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 Fourth Issuer Note from the holder thereof by the Fourth 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 Fourth 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:
(a) power to sanction any compromise or arrangement proposed to be made
between the Fourth 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 Fourth 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 Fourth Issuer Trust Deed,
any other Transaction Document or otherwise;
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(c) power to assent to any modification of the provisions of the
Conditions, the Fourth Issuer Trust Deed or any other Transaction
Document which shall be proposed by the Fourth 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 Fourth 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 Fourth
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 Fourth 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 Fourth Issuer Notes for or the conversion of the Fourth Issuer
Notes into or the cancellation of the Fourth Issuer Notes in
consideration of shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or notes of the Fourth 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 Fourth Issuer Notes held by them in
favour of the persons with or to whom the Fourth Issuer Notes are to
be exchanged or sold respectively,
PROVIDED THAT:
(i) no Extraordinary Resolution of the Class A Fourth Issuer Noteholders
or the Class B Fourth Issuer Noteholders or the Class M Issuer
Noteholders or the Class C Fourth Issuer Noteholders to sanction a
modification of the Conditions, the Fourth 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 Fourth 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 Fourth Issuer
Noteholders) the Class B Fourth Issuer Noteholders, the Class
M Fourth Issuer Noteholders and the Class C Fourth Issuer
Noteholders or (in the case of an Extraordinary Resolution of
the Class B Fourth Issuer Noteholders) the Class M Fourth
Issuer Noteholders and Class C Fourth Issuer Noteholders (in
the case of an Extraordinary Resolution of the Class M Fourth
Issuer Noteholders) the Class C Fourth Issuer Noteholders; or
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(B) it shall have been sanctioned by an Extraordinary Resolution
of (in the case of an Extraordinary Resolution of the Class A
Fourth Issuer Noteholders) the Class B Fourth Issuer
Noteholders the Class M Fourth Issuer Noteholders, and the
Class C Fourth Issuer Noteholders or (in the case of an
Extraordinary Resolution of the Class B Fourth Issuer
Noteholders) the Class M Fourth Issuer Noteholders and the
Class C Fourth Issuer Noteholders or (in the case of an
Extraordinary Resolution of the Class M Fourth Issuer
Noteholders) the Class C Fourth Issuer Noteholders;
(ii) no Extraordinary Resolution of the Class B Fourth Issuer Noteholders
shall be effective for any purpose while any Class A Fourth Issuer
Notes remain outstanding unless either the Note Trustee is of the
opinion that it will not be materially prejudicial to the interests
of the Class A Fourth Issuer Noteholders or (B) it is sanctioned by
an Extraordinary Resolution of the Class A Fourth Issuer
Noteholders;
(iii) no Extraordinary Resolution of the Class M Fourth Issuer Noteholders
shall be effective for any purpose while any Class B Fourth Issuer
Notes or Class A Fourth Issuer Notes remain outstanding unless
either (A) the Note Trustee is of the opinion that it will not be
materially prejudicial to the interests of the Class A Fourth Issuer
Noteholders and/or the Class B Fourth Issuer Noteholders (as the
case may be) or (B) it is sanctioned by an Extraordinary Resolution
of the Class A Fourth Issuer Noteholders and/or the Class B Fourth
Issuer Noteholders (as the case may be); and
(iv) no Extraordinary Resolution of the Class C Fourth Issuer Noteholders
shall be effective for any purpose while any Class M Fourth Issuer
Notes or Class B Fourth Issuer Notes or Class A Fourth Issuer
Noteholders remain outstanding unless either (A) the Note Trustee is
of the opinion that it will not be materially prejudicial to the
interests of the Class A Fourth Issuer Noteholders and/or the Class
B Fourth Issuer Noteholders and/or the Class M Fourth Issuer
Noteholders (as the case may be) or (B) it is sanctioned by an
Extraordinary Resolution of the Class A Fourth Issuer Noteholders
and/or the Class B Fourth Issuer Noteholders and/or the Class M
Fourth 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 Fourth
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 Fourth 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 Fourth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class A Fourth 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 A
Fourth 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
Fourth Issuer Notes, shall be deemed to have been duly passed if
passed
325
at a single meeting of the holders of such two or more classes
series of the Class A Fourth 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
Fourth 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 Fourth 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 Fourth Issuer Notes, it
shall be duly passed at separate meetings of the holders of such two
or more classes of the Class A Fourth Issuer Notes.
(d) In the case of a single meeting of the holders of the two or more
classes of the Class A Fourth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class A Fourth 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 Fourth 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 Fourth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class B Fourth 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
Fourth 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
Fourth 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 Fourth 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
Fourth 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 Fourth 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 Fourth Issuer
Notes, it shall be duly passed at separate meetings of the holders
of such two or more classes of the Class B Fourth Issuer Notes.
(d) In the case of a single meeting of the holders of the two or more
classes of the Class B Fourth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class B Fourth 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 B Fourth Issuer
Note denominated in euro shall be converted into sterling at the
relevant Euro 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 M Fourth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class M Fourth 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 M
Fourth Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more classes of the Class M
Fourth Issuer Notes, shall be deemed to have been duly passed if
passed
326
at a single meeting of the holders of such two or more classes of
the Class M Fourth 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 M
Fourth 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 M Fourth 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 M Fourth Issuer
Notes, it shall be duly passed at separate meetings of the holders
of such two or more classes of the Class M Fourth Issuer Notes.
(d) In the case of a single meeting of the holders of the two or more
classes of the Class M Fourth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class M Fourth 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 M Fourth Issuer
Note denominated in euro shall be converted into sterling at the
relevant Euro Currency Swap Rate.
23. (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 Fourth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class C Fourth 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 C
Fourth 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
Fourth 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 Fourth 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
Fourth 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 Fourth 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 Fourth Issuer
Notes, it shall be duly passed at separate meetings of the holders
of such two or more classes of the Class C Fourth Issuer Notes.
(d) In the case of a single meeting of the holders of the two or more
classes of the Class C Fourth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class C Fourth Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rates
and the Principal Amount Outstanding of any Class C Fourth Issuer
Note denominated in euro shall be converted into sterling at the
relevant Euro Currency Swap Rate.
24. The expression EXTRAORDINARY RESOLUTION when used in the Fourth Issuer
Trust Deed means (a) a resolution passed at a meeting of the Noteholders
of a relevant class of Fourth 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 Fourth Issuer Notes, which resolution in writing may be
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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
Fourth Issuer Notes.
25. 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 Fourth 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.
26. Subject to all other provisions of the Fourth Issuer Trust Deed the Note
Trustee may without the consent of the Fourth 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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SIGNATORIES
THE FOURTH ISSUER
EXECUTED and DELIVERED as a DEED by )
PERMANENT FINANCING (NO. 4) PLC )
acting by two directors/a )
director and the secretary )
Director
Director/Secretary
THE NOTE TRUSTEE
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK )
acting by its authorised signatory )
Authorised Signatory:
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