EXHIBIT 4.11
Dated [22] September 2004
-------------------------
GRANITE MORTGAGES 04-3 PLC
as Current Issuer
GPCH LIMITED
as Post-Enforcement Call Option Holder
- and -
THE BANK OF NEW YORK
as Note Trustee
__________________________________________________
ISSUER POST-ENFORCEMENT CALL OPTION
AGREEMENT
__________________________________________________
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
CONTENTS
1. Interpretation...........................................................1
2. Option...................................................................1
3. Representations and Warranties...........................................2
4. Consideration............................................................2
5. Acknowledgement by Note Trustee..........................................2
6. Notices..................................................................3
7. Contracts (Rights of Third Parties) Act 1999.............................3
8. Governing Law and Jurisdiction; Appropriate Forum........................3
i
THIS AGREEMENT IS MADE BY WAY OF DEED dated [22] September 2004
BETWEEN
(1) GRANITE MORTGAGES 04-3 PLC (registered number 5168395), a public limited
company incorporated under the laws of England and Wales whose registered
office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the "Current
Issuer");
(2) GPCH LIMITED (registered number 4128437), a private limited company
incorporated under the laws of England whose registered office is at
Fifth Floor, 100 Wood Street, London EC2V 7EX (the "Post-Enforcement Call
Option Holder"); and
(3) THE BANK OF NEW YORK acting through its office at 48th Floor, One Canada
Square, London E14 5AL (in its capacity as the "Note Trustee", which
expressions shall include such persons and all other persons for the time
being acting as note trustee or note trustees under the Current Issuer
Deed of Charge).
IT IS HEREBY AGREED AS FOLLOWS:
1. Interpretation
The provisions of:
(a) the Master Definitions Schedule as amended and restated by (and
appearing in Appendix 1 to) the Master Definitions Schedule Ninth
Amendment and Restatement Deed made on [22] September 2004 between,
among others, the Seller, Funding and the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen & Overy LLP
on [22] September 2004,
(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Agreement.
The Issuer Master Definitions Schedule shall prevail to the extent that
it conflicts with the Master Definitions Schedule.
2. Option
2.1 In the event that (a) the Current Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Current Issuer
Notes under the Current Issuer Deed of Charge, the remaining proceeds of
such enforcement are insufficient to pay in full all principal and
interest and other amounts whatsoever due in respect of the Current
Issuer Notes and all other claims ranking pari passu therewith, or (b)
within 20 days following the Final Maturity Date of the latest maturing
Notes, the Note Trustee certifies that there is no further amount
outstanding under the Current Issuer Intercompany Loan, then all
interests in the Global Note Certificates will be automatically exchanged
(such date of exchange being the "Option Exercise Date") for equivalent
interests in an equivalent amount of Notes in an equivalent Principal
1
Amount Outstanding represented by Individual Note Certificates and such
Global Note Certificates will be cancelled.
2.2 In connection with the issuance of the Current Issuer Notes, the Note
Trustee hereby grants, and the Current Issuer hereby acknowledges, an
option (the "Option"), under which the Note Trustee has no personal
liability, exercisable by the Post-Enforcement Call Option Holder (or by
any designated subsidiary of the Post-Enforcement Call Option Holder, to
be designated by notice from the Post-Enforcement Call Option Holder to
the Note Trustee at the discretion of the Post-Enforcement Call Option
Holder (the "Designated Subsidiary") permitting the Post-Enforcement Call
Option Holder (or any Designated Subsidiary) to acquire at any time on or
after the Option Exercise Date all (but not some only) of the Relevant
Notes (as defined below) outstanding as at the Option Exercise Date,
together with accrued interest thereon ("Relevant Notes" being for the
purposes of this Deed, all the Current Issuer Notes represented by
Individual Note Certificates as at the Option Exercise Date).
2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder
(or any Designated Subsidiary) by notice from the Post-Enforcement Call
Option Holder (or the Designated Subsidiary) to the Note Trustee and the
Noteholders in accordance with Condition 14 of the Current Issuer Notes.
3. Representations and Warranties
The Post-Enforcement Call Option Holder represents and warrants for the
benefit of the Current Issuer and the Note Trustee that:
(a) it is resident for tax purposes solely in, and has its usual place
of abode, in the United Kingdom;
(b) it does not hold, and has not at any time held, any shares in or
other interests in any company;
(c) it has not engaged in, nor will it engage in, any activities other
than those contemplated by the Transaction Documents;
(d) it will discharge all of its liabilities and meet all of its
obligations (including any liability in respect of United Kingdom
corporation tax) as and when they fall due.
4. Consideration
The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
shall pay to the Noteholders in respect of the exercise of the Option,
the sum of one pence sterling in respect of each Current Issuer Note then
outstanding.
5. Acknowledgement by Note Trustee
The Note Trustee acknowledges that the Current Issuer Notes are to be
issued subject to the Option and the Note Trustee hereby grants the
Option but does so entirely without warranty, responsibility or liability
as to its effectiveness or otherwise on the part of the Note Trustee to
the Noteholders or any other person. In accordance with the Conditions,
each of the Noteholders, by subscribing for or purchasing the Current
2
Issuer Notes, shall, upon subscription or purchase, be deemed to have
agreed to be bound by and, to the extent necessary, to have ratified the
granting of the Option.
6. Notices
Any notices to be given pursuant to this Deed to any of the parties
hereto shall be sufficiently served if sent by prepaid first class post,
by hand or facsimile transmission and shall be deemed to be given (in the
case of facsimile transmission) when despatched, (where delivered by
hand) on the day of delivery if delivered before 17.00 hours on a
Business Day or on the next Business Day if delivered thereafter or on a
day which is not a Business Day or (in the case of first class post) when
it would be received in the ordinary course of the post and shall be
sent:
(a) in the case of the Current Issuer to: Granite Mortgages 04-3 plc:
c/o Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile: 020
7606 0643) for the attention of the Company Secretary;
with a copy to:
Northern Rock plc, Northern Rock House, Gosforth, Newcastle upon
Tyne NE3 4PL, (facsimile: 0191 213 2203) for the attention of the
Group Secretary;
(b) in the case of the Post-Enforcement Call Option Holder to: GPCH
Limited c/o Fifth Floor, 100 Wood Street, London EC2V 7EX
(facsimile: 020 7606 0643) for the attention of The Company
Secretary; and
(c) in the case of the Note Trustee to: The Bank of New York, 48th
Floor, One Canada Square, London E14 5AL (facsimile: 020 7964 6399)
for the attention of Global Structured Finance Corporate Trust,
or to such other address or facsimile number or for the attention of such
other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this
Clause 6.
7. Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Deed may not enforce any of its terms
under the Contracts (Rights of Third Parties) Act 1999, but this shall
not affect any right or remedy of a third party which exists or is
available apart from that Act.
8. Governing Law and Jurisdiction; Appropriate Forum
8.1 This Deed shall be governed by, and construed in accordance with, English
law.
8.2 Each of the parties hereto irrevocably agrees that the courts of England
shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in
connection with this Deed and, for such purposes, irrevocably submits to
the jurisdiction of such courts.
8.3 Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated as
the forum to hear and determine any proceedings and to settle any
disputes, and agrees not to claim that any
3
such court is not a convenient or appropriate forum.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
4
EXECUTION PAGE
The Current Issuer
Executed by
GRANITE MORTGAGES 04-3 PLC
as its deed as follows: By______________________________________________
Signed for and on its behalf by one of its directors for and on behalf of LDC Securitisation
and by another of its directors/its secretary Director No.1 Limited
Name Clive Rakestrow
----------------------------------------------
By______________________________________________
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Sharon Tyson
----------------------------------------------
The Post-Enforcement Call Option Holder
Executed by
GPCH LIMITED
as its deed as follows: By______________________________________________
Signed for and on its behalf by one of its directors for and on behalf of LDC Securitisation
and by another of its directors/its secretary Director No.1 Limited
Name Clive Rakestrow
----------------------------------------------
By______________________________________________
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Sharon Tyson
----------------------------------------------
The Note Trustee
Executed by
THE BANK OF NEW YORK
as follows: By______________________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name______________________________________________
5