[exhibit 4.6]
DRAFT: 03.11.04
SIXTH ISSUER TRUST DEED
DATED [_], 2004
PERMANENT FINANCING (NO. 6) PLC
AND
THE BANK OF NEW YORK
CONSTITUTING
U.S.$[1,000,000,000] SERIES 1 CLASS A ASSET BACKED FLOATING RATE NOTES DUE [SEPTEMBER 2005]
U.S.$[35,800,000] SERIES 1 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
U.S.$[34,700,000] SERIES 1 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
U.S.$[1,000,000,000] SERIES 2 CLASS A ASSET BACKED FLOATING RATE NOTES DUE [DECEMBER 2011]
U.S.$[35,800,000] SERIES 2 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
U.S.$[34,700,000] SERIES 2 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[GBP][1,000,000,000] SERIES 3 CLASS A ASSET BACKED FLOATING RATE NOTES DUE SEPTEMBER 2032
[GBP][35,300,000] SERIES 3 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[GBP][34,200,000] SERIES 3 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[EURO][750,000,000] SERIES 4 CLASS A ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[EURO][26,100,000] SERIES 4 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[EURO][25,300,000] SERIES 4 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[GBP][500,000,000] SERIES 5 CLASS A1 ASSET BACKED FIXED-FLOATING RATE NOTES DUE JUNE 2042
[GBP][500,000,000] SERIES 5 CLASS A2 ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[GBP][34,800,000] SERIES 5 CLASS B ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[GBP][33,700,000] SERIES 5 CLASS C ASSET BACKED FLOATING RATE NOTES DUE JUNE 2042
[ALLEN AND OVERY GRAPHIC]
CONTENTS
CLAUSE PAGE
1. Definitions.............................................................1
2. Covenant to Repay and to Pay Interest on Sixth Issuer Notes.............2
3. Form and Issue of Sixth Issuer Notes....................................5
4. Replacement of Sixth Issuer Notes.......................................8
5. Register, Transfer and Exchange of Sixth Issuer Notes...................8
6. Fees, Duties and Taxes.................................................10
7. Covenant of Compliance.................................................10
8. Cancellation of Sixth Issuer Notes and Records.........................11
9. Enforcement............................................................11
10. Proceedings, Actions and Indemnification...............................12
11. Discharge of Payment...................................................13
12. Partial Payments.......................................................13
13. Covenants by the Sixth Issuer..........................................13
14. Remuneration and Indemnification of the Note Trustee...................18
15. Supplement to Trustee Acts.............................................19
16. Note Trustee's Liability...............................................27
17. Note Trustee Contracting with the Sixth Issuer.........................27
18. Waiver, Authorisation and Determination................................28
19. Entitlement to Treat Noteholder as Absolute Owner......................29
20. Currency Indemnity.....................................................30
21. Eligibility and Disqualification; New Note Trustee.....................30
22. Note Trustee's Retirement and Removal..................................31
23. Note Trustee's Powers to be Additional.................................32
24. Notices................................................................32
25. Rights of Third Parties................................................33
26. Trust Indenture Act Prevails...........................................33
27. Certificates and Opinions..............................................33
28. Governing Law..........................................................34
29. Counterparts...........................................................34
30. Submission to Jurisdiction.............................................34
SCHEDULE
1. Forms of Global Sixth Issuer Notes.....................................35
2. Forms of Definitive Sixth Issuer Notes................................183
3. Terms and Conditions of the Sixth Issuer Notes........................247
4. Provisions for Meetings of Noteholders
5. Forms of Global Sixth Issuer Notes.....................................35
6. Forms of Definitive Sixth Issuer Notes................................183
7. Terms and Conditions of the Sixth Issuer Notes........................247
8. Provisions for Meetings of Noteholders................................290
9. ......................................................................290
10. ......................................................................290
Signatories..................................................................301
THIS SIXTH ISSUER TRUST DEED is made on [_], 2004
BETWEEN:
(1) PERMANENT FINANCING (NO. 6) PLC (registered number 5232464) whose
registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE
(the SIXTH 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 Sixth
Issuer passed on [_], 2004 the Sixth Issuer has resolved to issue the
Sixth Issuer Notes which are constituted by this Deed and secured by the
Sixth 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 SIXTH 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 [_], 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 Sixth issuer master definitions and
construction schedule, signed for the purposes of identification by Allen
& Overy LLP and Sidley Austin Brown & Wood on [_], 2004 (as the same may
be amended, varied or supplemented from time to time) (the SIXTH 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 Sixth 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.
1.2 (a) All references in these presents to principal and/or interest
in respect of the Sixth Issuer Notes or to any monies payable by
the Sixth 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 [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 [EURO], EUR, EURO or EURO shall be construed as
references to the single currency introduced at the third stage of
European Economic and Monetary Union pursuant to the Treaty
establishing the European Communities as amended from time to
time. All references to $, U.S.$ or U.S. DOLLARS shall be
construed as references to the lawful currency or currency unit
for the time being of the United States of America.
1
(c) All references in this Deed to THESE PRESENTS means this Deed, the
schedules hereto, the Sixth Issuer Notes, the Conditions, any deed
expressed to be supplemental hereto or thereto and the Sixth
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
Sixth Issuer shall be deemed to include references to proving in
the winding up of the Sixth 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.
(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 Sixth Issuer Noteholders, then, for so long
as any of the Sixth Issuer Notes is represented by a Sixth Issuer
Global Note registered in the name of DTC or its nominee, DTC may
mail an Omnibus Proxy to the Sixth 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 SIXTH ISSUER NOTES
2.1 The aggregate principal amount of:
(a) the Series 1 Class A Sixth Issuer Notes is limited to
U.S.$[1,000,000,000];
(b) the Series 1 Class B Sixth Issuer Notes is limited to
U.S.$[35,800,000];
(c) the Series 1 Class C Sixth Issuer Notes is limited to
U.S.$[34,700,000];
(d) the Series 2 Class A Sixth Issuer Notes is limited to
U.S.$[1,000,000,000];
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(e) the Series 2 Class B Sixth Issuer Notes is limited to
U.S.$[35,800,000];
(f) the Series 2 Class C Sixth Issuer Notes is limited to
U.S.$[34,700,000];
(g) the Series 3 Class A Sixth Issuer Notes is limited to
[GBP][1,000,000,000];
(h) the Series 3 Class B Sixth Issuer Notes is limited to
[GBP][35,300,000];
(i) the Series 3 Class C Sixth Issuer Notes is limited to
[GBP][34,200,000];
(j) the Series 4 Class A Sixth Issuer Notes is limited to
[EURO][750,000,000];
(k) the Series 4 Class B Sixth Issuer Notes is limited to
[EURO][26,100,000];
(l) the Series 4 Class C Sixth Issuer Notes is limited to
[EURO][25,300,000];
(m) the Series 5 Class A1 Sixth Issuer Notes is limited to
[GBP][500,000,000];
(n) the Series 5 Class A2 Sixth Issuer Notes is limited to
[GBP][500,000,000];
(o) the Series 5 Class B Sixth Issuer Notes is limited to
[GBP][34,800,000]; and
(p) the Series 5 Class C Sixth Issuer Notes is limited to
[GBP][33,700,000].
2.2 The Sixth Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity of
the Sixth 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 Sixth Issuer Notes repayable on that date and
shall in the meantime and until the due date for the final maturity of
the Sixth 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 Sixth 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:
(a) every payment of principal or interest in respect of the Sixth
Issuer Notes to or to the account of the Principal Paying Agent,
in the manner provided in the Sixth Issuer Paying Agent and Agent
Bank Agreement, shall operate in satisfaction pro tanto of the
relative covenant by the Sixth 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
Sixth 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
3
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 Sixth 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 Sixth 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
Sixth 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 Sixth 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
Sixth Issuer Notes, on or after the respective due dates expressed
in the Sixth 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 Sixth Issuer shall pay Additional Interest and, in the case of the
Series 3 Class A Sixth Issuer Notes only, any applicable Additional
Amount 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
Sixth Issuer Notes shall otherwise have become due and repayable or the
Definitive Sixth Issuer Notes have not been issued when so required in
accordance with this Deed and the relative Global Sixth 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:
(a) by notice in writing to the Sixth 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 Sixth Issuer
Paying Agent and Agent Bank Agreement and by notice in writing to
the Sixth 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 Sixth 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 Sixth Issuer Notes and
available for such purpose) and thereafter to hold all
Sixth Issuer Notes and all sums,
4
documents and records held by them in respect of Sixth
Issuer Notes on behalf of the Note Trustee; or
(ii) deliver up all Sixth Issuer Notes and all sums, documents
and records held by them in respect of the Sixth 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 Sixth Issuer require it to make all
subsequent payments in respect of the Sixth 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 Sixth
Issuer and until such notice is withdrawn CLAUSE 2.2(A) relating
to the Sixth Issuer Notes shall cease to have effect.
2.4 The Sixth Issuer shall require each paying agent not a party to the Sixth
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 Sixth
Issuer Notes (whether such money has been paid to it by the Sixth Issuer
or any other obligor of the Sixth Issuer Notes), and the Sixth Issuer and
such paying agent shall each notify the Note Trustee of any default by
the Sixth Issuer (or any other obligor of the Sixth Issuer Notes) in
making any such payment.
3. FORM AND ISSUE OF SIXTH ISSUER NOTES
3.1 (a) The Series 1 Sixth Issuer Notes and the Series 2 Sixth Issuer
Notes will be initially offered and sold pursuant to a
Registration Statement filed with the SEC. Each class of the
Series 1 Sixth Issuer Notes and the Series 2 Sixth Issuer Notes
will initially be represented by a separate global note in
registered form (the SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE,
the SERIES 1 CLASS B GLOBAL SIXTH ISSUER NOTE, the SERIES 1 CLASS
C GLOBAL SIXTH ISSUER NOTE, the SERIES 2 CLASS A GLOBAL SIXTH
ISSUER NOTE, the SERIES 2 CLASS B GLOBAL SIXTH ISSUER NOTE and the
SERIES 2 CLASS C GLOBAL SIXTH ISSUER NOTE respectively, and
together, the DOLLAR GLOBAL SIXTH 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 Sixth Issuer Notes and the Series 2 Sixth Issuer Notes.
(b) The Series 3 Sixth Issuer Notes, the Series 4 Sixth Issuer Notes
and the Series 5 Sixth 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 3 Sixth Issuer Notes (other than the Series 3 Class A Sixth
Issuer Notes), the Series 4 Sixth Issuer Notes and the Series 5
Sixth Issuer Notes will initially be represented by a global note
in registered form (the the SERIES 3 CLASS B GLOBAL SIXTH ISSUER
NOTE, the SERIES 3 CLASS C GLOBAL SIXTH ISSUER NOTE, SERIES 4
CLASS A GLOBAL SIXTH ISSUER NOTE, the SERIES 4 CLASS B GLOBAL
SIXTH ISSUER NOTE, the SERIES 4 CLASS C GLOBAL SIXTH ISSUER NOTE,
the SERIES 5 CLASS A1 GLOBAL SIXTH ISSUER NOTE, the SERIES 5 CLASS
A2 GLOBAL SIXTH ISSUER NOTE, the SERIES 5 CLASS B GLOBAL SIXTH
ISSUER NOTE and the SERIES 5 CLASS C GLOBAL SIXTH ISSUER NOTE
together, the REG S GLOBAL SIXTH ISSUER NOTES and, together with
the Dollar Global Sixth Issuer Notes, the GLOBAL SIXTH ISSUER
NOTES), in each case without coupons or talons attached and which,
in aggregate, will represent the aggregate principal amount
outstanding of the Series 3 Class A Sixth Issuer Notes, the Series
3 Class B Sixth
5
Issuer Notes, the Series 4 Sixth Issuer Notes and the Series 5
Sixth Issuer Notes. The Series 3 Class A Sixth Issuer Notes will
be issued on the Closing Date in registered definitive form.
3.2 The Global Sixth Issuer Notes shall be printed or typed in, or
substantially in, the respective forms set out in Schedule 1 and may be
executed in facsimile. Each Global Sixth Issuer Note shall represent such
of the outstanding Sixth 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 Sixth
Issuer Notes from time to time endorsed thereon and that the aggregate
Principal Amount Outstanding of the Sixth 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 Sixth Issuer
Paying Agent and Agent Bank Agreement. Any endorsement of a Global Sixth
Issuer Note to reflect the amount of any increase or decrease in the
Principal Amount Outstanding of the Sixth Issuer Notes represented
thereby shall be made by the Registrar in accordance with CLAUSE 5. Title
to the Global Sixth 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 Sixth Issuer Notes shall be issuable only in
registered form without coupons or talons attached and signed manually by
a person duly authorised by the Sixth Issuer on behalf of the Sixth
Issuer and shall be authenticated by or on behalf of the Registrar. The
Global Sixth Issuer Notes so executed and authenticated shall be binding
and valid obligations of the Sixth Issuer, notwithstanding that such duly
authorised person no longer holds that office at the time the Registrar
authenticates the relevant Global Sixth Issuer Note.
3.3 The Global Sixth Issuer Notes shall be issued by the Sixth Issuer to Cede
& Co., as nominee for DTC, in respect of each Dollar Global Sixth Issuer
Note and to Citivic Nominees Limited, as nominee for the Common
Depositary, in respect of each Reg S Global Sixth 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 Sixth 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 Sixth 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.
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
Sixth Issuer Notes that are held through Euroclear and Clearstream,
Luxembourg.
3.5 The Sixth Issuer shall issue Definitive Sixth Issuer Notes only if any of
the following applies while any of the Sixth Issuer Notes of any class
are represented by a Global Sixth Issuer Note of the relevant class at
any time after the fortieth day following the later of the Sixth Issuer
Closing Date and the date of the issue of such Global Sixth Issuer Note:
(a) (in the case of Dollar Global Sixth Issuer Notes) DTC has notified
the Sixth Issuer that it is at any time unwilling or unable to
continue as the registered holder of such Dollar Global Sixth
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 Sixth Issuer
within 90 days of such notification, or (in the case of the Reg S
Global Sixth Issuer Notes) both Euroclear and Clearstream,
Luxembourg
6
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 Sixth Issuer
Closing Date, the Sixth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in
respect of the Sixth Issuer Notes which would not be required were
the Sixth Issuer Notes in definitive form.
If required by this CLAUSE 3, the Sixth Issuer shall, at its sole cost
and expense within 30 days of the occurrence of the relevant event, issue
Definitive Sixth Issuer Notes of the same class as the class of Sixth
Issuer Notes represented by the relevant Global Sixth Issuer Note in
exchange for the whole (or the remaining part(s) outstanding) of the
relevant Global Sixth Issuer Note. If Definitive Sixth Issuer Notes are
issued, the beneficial interests represented by the Reg S Global Sixth
Issuer Notes of each class shall be exchanged by the Sixth Issuer for
Definitive Sixth Issuer Notes of that class (such exchanged Reg S Global
Sixth Issuer Notes, together with the Series 3 Class A Sixth Issuer
Notes, the REG S DEFINITIVE SIXTH ISSUER NOTES) and the beneficial
interests represented by the Dollar Global Sixth Issuer Note of each
class shall be exchanged by the Sixth Issuer for Definitive Sixth Issuer
Notes of that class (DOLLAR DEFINITIVE SIXTH ISSUER NOTES).
3.6 The Definitive Sixth Issuer Notes shall be printed or typed in, or
substantially in, the form set out in Schedule 2 in the denomination and
transferable in units of (a) U.S.$1,000 and U.S.$10,000 (in the case of
the Series 1 Sixth Issuer Notes and the Series 2 Sixth Issuer Notes), (b)
[EURO]500,000 (in the case of the Series 4 Sixth Issuer Notes) and (c)
[GBP]1,000 or [GBP]10,000 (in the case of the Series 3 Sixth Issuer Notes
and the Series 5 Sixth Issuer Notes) each or, in each case, integral
multiples thereof or in such other denominations (which in the case of
the Series 4 Sixth Issuer Notes must be higher than [EURO]500,000) as the
Note Trustee shall determine and notify to the relevant Noteholders,
shall be serially numbered and shall be endorsed with a form of transfer
in the form or substantially in the form also set out in Schedule 2.
Title to the Definitive Sixth 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 Sixth 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 Sixth Issuer and shall be authenticated by or on behalf of
the Registrar. Each Sixth Issuer Note so executed and authenticated shall
be a binding and valid obligation of the Sixth Issuer notwithstanding
that such duly authorised person (for whatever reason) no longer holds
that office at the time the Registrar authenticates the Sixth Issuer
Note.
3.7 If the Sixth Issuer is obliged to issue or procure the issue of any
Definitive Sixth 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 Sixth Issuer shall indemnify the Note Trustee, the
registered holder of the relevant Global Sixth 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 Sixth Issuer Note(s) or the
relevant Noteholders in respect of the Sixth Issuer Notes is less than
the amount that would have been received had Definitive Sixth Issuer
Notes been issued in accordance with CLAUSE 3.5. If and for so long as
the Sixth Issuer discharges its obligations under this
7
indemnity, the breach by the Sixth Issuer of the provisions of CLAUSE 3.5
shall be deemed to be cured ab initio.
4. REPLACEMENT OF SIXTH ISSUER NOTES
If a mutilated or defaced Global Sixth Issuer Note or Definitive Sixth
Issuer Note is surrendered to the Registrar or Transfer Agent or if a
Noteholder claims that a Global Sixth Issuer Note or Definitive Sixth
Issuer Note has been lost, stolen or destroyed, the Sixth Issuer shall
issue, and the Registrar shall authenticate, a replacement Global Sixth
Issuer Note or Definitive Sixth Issuer Note, respectively, on receipt of
satisfactory evidence in accordance with CONDITION 13. An indemnity for
an amount sufficient in the judgement of the Sixth Issuer and the
Registrar to protect the Sixth Issuer and the Registrar from any loss
which any of them may suffer if a Global Sixth Issuer Note or a
Definitive Sixth Issuer Note is replaced may be required by the Sixth
Issuer and the Registrar. The Sixth Issuer may charge such Noteholder for
its costs in replacing such Sixth Issuer Note.
5. REGISTER, TRANSFER AND EXCHANGE OF SIXTH ISSUER NOTES
5.1 TRANSFER AND EXCHANGE OF GLOBAL SIXTH ISSUER NOTES
A Global Sixth Issuer Note will be exchanged by the Sixth Issuer for
another Global Sixth Issuer Note or Definitive Sixth Issuer Note(s) only
in the circumstances set forth in CLAUSE 3.5, the Conditions, the Sixth
Issuer Paying Agent and Agent Bank Agreement and the relevant Global
Sixth Issuer Note. Upon the occurrence of any of the events specified
therein concerning their exchange for Definitive Sixth Issuer Notes,
Definitive Sixth Issuer Notes of the relevant class shall be issued in
such names as the Sixth 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 Sixth Issuer Note to be reduced accordingly, cancel such Global
Sixth Issuer Note (if applicable) and direct DTC and Euroclear and
Clearstream, Luxembourg to make corresponding reductions in their
book-entry systems, and the Sixth Issuer shall execute and the Registrar
shall authenticate such Definitive Sixth Issuer Notes of the relevant
class in the appropriate principal amounts and the Registrar will
register them. The Registrar shall deliver such Definitive Sixth Issuer
Notes to the persons in whose names such Sixth Issuer Notes are so
registered. Reg S Definitive Sixth Issuer Notes issued in exchange for a
Book-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 Sixth Issuer Note so
exchanged. Global Sixth Issuer Notes may also be exchanged or replaced,
in whole or in part, as provided in CLAUSE 4 Every Sixth Issuer Note
authenticated and delivered in exchange for, or in lieu of, a Global
Sixth 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 Sixth Issuer Note. A Global Sixth Issuer Note may not be exchanged
for another Sixth 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 Sixth 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 Sixth 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.
8
5.3 TRANSFER OF DEFINITIVE SIXTH ISSUER NOTES
Definitive Sixth Issuer Notes may be transferred in whole or in part
(provided that any partial transfer relates to a Definitive Sixth Issuer
Note) in the principal amount of, in the case of the Series 1 Sixth
Issuer Notes and the Series 2 Sixth Issuer Notes, U.S.$1,000 or
U.S.$10,000; in the case of the Series 4 Sixth Issuer Notes,
[EURO]500,000; and in the case of the Series 3 Sixth Issuer Notes and the
Series 5 Sixth 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 Sixth Issuer Notes must be higher than
[EURO]500,000) as the Note Trustee shall determine and notify to the
relevant Noteholders. When Definitive Sixth Issuer Notes are presented by
a Noteholder to the Registrar with a request to register the transfer of
such Definitive Sixth Issuer Notes, the Registrar shall register the
transfer as requested only if such Definitive Sixth 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 Sixth
Issuer Paying Agent and Agent Bank Agreement. Thereupon, the Registrar
shall request the Sixth Issuer to issue and the Registrar shall itself
authenticate new Definitive Sixth Issuer Notes required to be issued in
connection with such transfer. In the case of a transfer of part only of
such Definitive Sixth Issuer Note, a new Definitive Sixth Issuer Note in
respect of the balance not transferred will be issued to the transferor.
All transfers of Definitive Sixth Issuer Notes are subject to any
restrictions on transfer set forth on such Definitive Sixth Issuer Notes
and the detailed regulations concerning transfers in the Sixth Issuer
Paying Agent and Agent Bank Agreement.
5.4 REGULATION S LEGEND
Each Reg S Global Sixth Issuer Note and each Reg S Definitive Sixth
Issuer Note issued in exchange therefor shall bear a legend in
substantially the following form:
THIS SIXTH 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 SIXTH 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 SIXTH ISSUER NOTES
At such time as all Book-Entry Interests in respect of a Global Sixth
Issuer Note have been exchanged for Definitive Sixth Issuer Notes, such
Global Sixth Issuer Note shall be returned to or retained and cancelled
by the Registrar as set out in the Sixth 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 Sixth Issuer
Note, the principal amount of Sixth Issuer Notes represented by such
Global Sixth Issuer Note shall be reduced accordingly and an endorsement
shall be made on such Global Sixth Issuer Note by the Registrar to
reflect such reduction.
9
5.6 GENERAL PROVISIONS RELATING TO ALL TRANSFERS AND EXCHANGES
(a) To permit registrations of transfers and exchanges of Sixth Issuer Notes,
the Sixth Issuer shall execute and the Registrar shall authenticate
Global Sixth Issuer Notes and Definitive Sixth Issuer Notes upon a
written order signed by an officer of the Sixth Issuer.
(b) No service fee shall be charged to a Noteholder for any registration of a
Definitive Sixth Issuer Note on transfer or exchange but the Sixth 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 Sixth Issuer Notes and Definitive Sixth Issuer Notes issued
upon any registration of transfer or exchange of Global Sixth Issuer
Notes or Definitive Sixth Issuer Notes shall be the valid obligations of
the Sixth Issuer, evidencing the same debt and entitled to the same
benefits under this Deed, as the Global Sixth Issuer Notes or Definitive
Sixth Issuer Notes surrendered upon such registration of transfer or
exchange.
5.7 REGISTER OF SIXTH ISSUER NOTES
The Sixth 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 Sixth Issuer Notes
showing the amount of the Global Sixth Issuer Notes or Definitive Sixth
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 Sixth
Issuer Notes or the Definitive Sixth Issuer Notes. So long as DTC or its
nominee, or the Common Depositary or its nominee, is the registered
holder of a Global Sixth Issuer Note, DTC or the Common Depositary, as
the case may be, will be considered the sole registered holder of such
Global Sixth Issuer Note for all purposes under this Sixth Issuer Trust
Deed. Each Sixth Issuer Note, whether in global or definitive form, shall
have an identifying serial number which shall be entered on the Register.
The Note Trustee and the holders of such Sixth 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 Sixth 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 Sixth 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
Sixth Issuer Notes.
7. COVENANT OF COMPLIANCE
The Sixth Issuer covenants with the Note Trustee that it will comply with
and perform and observe all the provisions of these presents, the Sixth
Issuer Notes, the Sixth Issuer Deed of Charge, the Sixth 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 Sixth Issuer, the
Noteholders, the Note
10
Trustee and all persons claiming through or under any of them. The Note
Trustee shall be entitled to enforce the obligations of the Sixth Issuer
under the Sixth 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
Sixth 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 SIXTH ISSUER NOTES AND RECORDS
8.1 The Sixth Issuer shall procure that all Sixth 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 Sixth Issuer and a
certificate stating:
(a) the aggregate principal amount of Sixth Issuer Notes which have
been redeemed;
(b) the serial numbers of Sixth Issuer Notes of each class so
redeemed;
(c) the aggregate amount of interest paid (and the due dates of such
payments) on Sixth Issuer Notes of each class; and
(d) the aggregate principal amounts of Sixth Issuer Notes of each
class which have been so exchanged and replaced and the serial
numbers of such Sixth Issuer Notes in definitive form,
shall be given to the Note Trustee by or on behalf of the Sixth Issuer as
soon as possible and in any event within four months after the date of
such redemption, purchase, cancellation, exchange or replacement, as the
case may be. The Note Trustee may accept without further investigation or
inquiry such certificate as conclusive evidence of such redemption,
purchase, exchange or replacement pro tanto of the Sixth Issuer Notes or
payment of interest thereon and of cancellation of the relative Sixth
Issuer Notes.
8.2 The Sixth Issuer shall procure that the Registrar shall keep a full and
complete record of all Sixth Issuer Notes and of their redemption,
cancellation, payment or exchange (as the case may be) and of all
replacement Sixth Issuer Notes issued in substitution for lost, stolen,
mutilated, defaced or destroyed Sixth Issuer Notes. The Sixth Issuer
shall procure that the Registrar shall at all reasonable times make such
record available to the Sixth Issuer and the Note Trustee.
8.3 All records and certificates maintained pursuant to this Clause shall
make a distinction between Definitive Sixth Issuer Notes and Global Sixth
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 Sixth Issuer or any other person as it may think fit
to enforce its obligations under these presents, the Sixth 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 Sixth Issuer Note the Sixth Issuer
has made default in paying any amount due in respect of such Sixth Issuer
Note shall be sufficient evidence that the same default has been
11
made as regards all other Sixth 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 Sixth Issuer Notes
having become due and repayable, with effect from the expiry of the
Interest Period during which such Sixth 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 Sixth
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 Sixth Issuer Noteholders, the Class B Sixth
Issuer Noteholders or the Class C Sixth 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 Sixth Issuer Notes, the Class
B Sixth Issuer Notes or the Class C Sixth 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 Sixth Issuer Noteholders as aforesaid
unless either the Note Trustee is of the sole opinion that to do
so would not be materially prejudicial to the interests of the
Class A Sixth Issuer Noteholders or such action is sanctioned by
an Extraordinary Resolution of the Class A Sixth Issuer
Noteholders;
(b) the Note Trustee shall not be obliged to act at the direction or
request of the Class C Sixth 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 Sixth Issuer Noteholders or such action is sanctioned by
an Extraordinary Resolution of the Class A Sixth 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 Sixth Issuer Noteholders or such action is
sanctioned by an Extraordinary Resolution of the Class B Sixth
Issuer Noteholders.
10.2 Save as provided below, only the Note Trustee may enforce the provisions
of these presents, the Conditions or the Sixth Issuer Notes. No
Noteholder shall be entitled to proceed directly against the Sixth Issuer
or any other party to any of the Sixth 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 Sixth Issuer Noteholder and no Class
B Sixth Issuer Noteholder shall be entitled to take proceedings for the
winding up or administration of the Sixth Issuer for so long as there are
any Class A Sixth Issuer Notes outstanding and no Class C Sixth Issuer
Noteholder shall be entitled to take proceedings for the winding up or
administration of the Sixth Issuer for so long as there are any Class B
Sixth 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 Sixth Issuer Notes held by it, on or
12
after the maturity date of the relevant Sixth Issuer Notes set out
on the face of such Sixth Issuer Notes.
11. DISCHARGE OF PAYMENT
Any payment to be made in respect of the Sixth Issuer Notes by the Sixth
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 Sixth Issuer or, as the case may be, the Note Trustee.
12. PARTIAL PAYMENTS
Upon presentation and surrender to the Registrar of a Definitive Sixth
Issuer Note that is redeemed in part, the Registrar shall authenticate
for the holder a new Definitive Sixth Issuer Note equal in principal
amount to the principal amount of the unredeemed portion of the
Definitive Sixth Issuer Note surrendered. Upon presentation of a Global
Sixth Issuer Note that is redeemed in part, the Registrar shall make a
notation on Part I of the Schedule thereto to reduce the aggregate
principal amount of such Global Sixth Issuer Note to an amount equal to
the aggregate principal amount of the unredeemed portion of the Global
Sixth Issuer Note presented.
13. COVENANTS BY THE SIXTH ISSUER
So long as any of the Sixth Issuer Notes remains outstanding (or, in the
case of paragraphs (H), (i), (J), (N) and (O), so long as any of the
Sixth 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 Sixth Issuer Notes remaining outstanding at such
time) the Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer) two copies in English of every
balance sheet, profit and loss account, report, circular and
13
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 Sixth 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 Sixth
Issuer Notes will be deferred or that a payment previously
deferred will be made in accordance with CONDITION 4, give notice
thereof to the Noteholders in accordance with CONDITION 14 and,
for so long as the Sixth 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 Sixth 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 Sixth
Issuer has complied, to the best of such directors' knowledge and
belief, with all its obligations contained in these presents and
each of the Sixth 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 Sixth 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 Sixth Issuer Notes,
receive unconditionally pursuant to the Sixth 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 Sixth Issuer Notes, or (ii) there are
14
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 Sixth 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
Sixth Issuer Notes on the official list of the United Kingdom
Listing Authority and to maintain the admission to trading of the
Sixth 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
maintain a quotation, listing and admission to trading of the
Sixth Issuer Notes on or by such other stock exchanges, competent
listing authorities and/or quotation systems as the Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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;
15
(q) COMPLIANCE WITH SIXTH 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 Sixth 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 Sixth 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 or CLAUSE 6 of the
Sixth Issuer Intercompany Loan Confirmation, the Sixth Issuer
shall exercise its right to redeem the corresponding class or
classes of Sixth Issuer Notes in the same respective aggregate
principal amounts as such Term Advance on the same Interest
Payment Date under CONDITION 5(B) or CONDITION 5(F), as
applicable;
(s) REDEMPTION REQUIREMENTS: not give notice of its election to redeem
all or any part of a class or classes of Sixth Issuer Notes
pursuant to CONDITION 5(D), (E) or (F) unless it shall first have:
(i) given prior written notice to the Note Trustee of its
intention so to do in accordance with the Sixth Issuer
Paying Agent and Agent Bank Agreement;
(ii) delivered to the Note Trustee a certificate signed by two
directors of the Sixth Issuer certifying that the Sixth
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 Sixth Issuer Deed of Charge to be paid in priority to
such class or classes of Sixth Issuer Notes on the
redemption date, and to redeem such class or classes of
Sixth 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 Sixth 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 Sixth 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 SIXTH ISSUER CHARGED PROPERTY: ensure that, save as
permitted in these presents, the Sixth Issuer Deed of Charge, the
Conditions and the other Sixth Issuer Transaction Documents, no
person other than the Sixth Issuer and the Security Trustee shall
have any equitable interest in the Sixth Issuer Charged Property;
16
(v) MAINTENANCE OF SIXTH ISSUER CASH MANAGER: ensure that there is at
all times a cash manager appointed in accordance with the
provisions of the Sixth 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 Sixth Issuer Notes by the Sixth Issuer
being denied, postponed or restricted (whether such denial,
postponement or restriction results from the application of
paragraph 2 or 13 of Schedule 9 of the Finance Act 1996 or
otherwise);
(x) UNITED KINGDOM AND UNITED STATES TAX STATUS: ensure that it is at
all times solely resident in the United Kingdom for United Kingdom
tax purposes and has no branch, business establishment or other
fixed establishment outside the United Kingdom; and furthermore,
ensure that it will not engage in any activities in the United
States (directly or through agents), will not derive any income
from United States sources as determined under United States
income tax principles, and will not hold any property if doing so
would cause it to be engaged or deemed to be engaged in a trade or
business within the United States as determined under United
States income tax principles;
(y) PRE-ENFORCEMENT PAYMENTS: ensure that amounts standing to the
credit of the Sixth Issuer Transaction Account will be applied by
the Sixth Issuer in or towards satisfaction of such of the
obligations set out in the Sixth 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 Sixth 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 Sixth Issuer, the Sixth 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 Sixth 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;
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(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 Sixth 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
Sixth Issuer to the Note Trustee to take any action under any of
the provisions of this Deed (other than the issuance of Sixth
Issuer Notes) and upon request of the Note Trustee, furnish to the
Note Trustee an officers' certificate and opinion of counsel
complying with the provisions of Section 314 of the Trust
Indenture Act (an OFFICERS' CERTIFICATE and OPINION OF COUNSEL,
respectively);
(ff) AUTHORISED SIGNATORIES: upon the execution of this Deed and
thereafter forthwith upon any change of the same, deliver to the
Note Trustee (with a copy to the Principal Paying Agent and the
Registrar) a list of the Authorised Signatories of the Sixth
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 Sixth 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 Sixth 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 Sixth Issuer Notes of any series be reduced by such
amount as shall be agreed in writing between the Sixth 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 Sixth 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
Sixth 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 Sixth Issuer to undertake duties which the Note Trustee
and the Sixth 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 Sixth Issuer shall pay to the Note Trustee such additional
remuneration as shall be agreed between them.
14.3 The Sixth 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 Sixth Issuer failing to agree:
(a) (in a case to which SUB-CLAUSE 14.1 above applies) upon the amount
of the remuneration; or
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(b) (in a case to which SUB-CLAUSE 14.2 above applies) upon whether such
duties shall be of an exceptional nature or otherwise outside the
scope of the normal duties of the Note Trustee under this Deed, or
upon such additional remuneration,
such matters shall be determined by a merchant or investment bank (acting
as an expert and not as an arbitrator) selected by the Note Trustee and
approved by the Sixth 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 Sixth Issuer) and the determination of any such merchant or
investment bank shall be final and binding upon the Note Trustee and the
Sixth Issuer.
14.5 In addition to remuneration hereunder, the Sixth 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 SUB-CLAUSE 14.2 above and/or CLAUSE 15(L)
shall be payable by the Sixth 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 Sixth 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):
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(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 Sixth Issuer, the Note Trustee, the
Principal Paying Agent, the Registrar or otherwise and shall not
be responsible for any liability occasioned by so acting in good
faith; any such advice, opinion or information may be sent or
obtained by letter, telex, telegram, facsimile transmission,
e-mail or cable and the Note Trustee shall not be liable for
acting on any advice, opinion or information purporting to be
conveyed by any such letter, telex, telegram, facsimile
transmission or cable although the same shall contain some error
or shall not be authentic;
(b) CERTIFICATE AS SUFFICIENT EVIDENCE: the Note Trustee may call for
and shall be at liberty to accept as sufficient evidence of any
fact or matter or the expediency of any transaction or thing a
certificate signed by any two directors of the Sixth 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 Sixth Issuer Notes by the Sixth Issuer, the exchange of any
Global Sixth Issuer Note for another Global Sixth Issuer Note or
Definitive Sixth Issuer Notes or the exchange of any Definitive
Sixth Issuer Note for another Definitive Sixth Issuer Note or the
delivery of any Global Sixth Issuer Note or Definitive Sixth
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 Sixth 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
20
Extraordinary Resolution or other resolution purporting to have
been passed at any meeting of the Noteholders of all or any class
or classes in respect whereof minutes have been made and signed
even though subsequent to its acting it may be found that there
was some defect in the constitution of the meeting or the passing
of the resolution or (in the case of an Extraordinary Resolution
in writing) that not all Noteholders had signed the Extraordinary
Resolution or that for any reason the resolution was not valid or
binding upon such Noteholders;
(h) RELIANCE ON NOTICE OF PREPAYMENT: without prejudice to the right
of the Note Trustee to require and/or accept any other evidence,
the Note Trustee may accept as conclusive evidence of the matters
certified therein a certificate signed by two directors of the
Sixth 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 Sixth Issuer's liabilities in
respect of the Sixth 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 Sixth
Issuer to discharge or pay such liabilities and other amounts;
(i) SIXTH ISSUER CHARGED PROPERTY: the Note Trustee may accept without
enquiry, requisition or objection such title as the Sixth Issuer
may have to the Sixth 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 Sixth Issuer to the Sixth 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
Sixth 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) SIXTH 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 Sixth 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 Sixth 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
21
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 Sixth
Issuer informed of the progress of any claims against the Note
Trustee;
(m) CONSENT OR APPROVAL: any consent or approval given by the Note
Trustee for the purposes of these presents or the Sixth 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
Sixth 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 Sixth 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 Sixth Issuer and any rate,
method and date so agreed shall be binding on the Sixth 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 Sixth 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
22
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 Sixth
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 Sixth Issuer
Noteholders, the Class B Sixth Issuer Noteholders and the
Class C Sixth 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 Sixth Issuer
Noteholders, on the one hand and the interests of the Class
B Sixth Issuer Noteholders and/or the Class C Sixth Issuer
Noteholders on the other hand, the Note Trustee shall have
regard only to the interests of the Class A Sixth Issuer
Noteholders and (B), if in the opinion of the Note Trustee
there is a conflict between the interests of the Class B
Sixth Issuer Noteholders on one hand and the Class C Sixth
Issuer Noteholders on the other hand, the Note Trustee
shall have regard only to the interests of the Class B
Sixth 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
Sixth 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 Sixth Issuer Notes, these presents or
any of the other Sixth Issuer Transaction Documents, that such
exercise will not be materially prejudicial to the interests of
the Class A Sixth Issuer Noteholders if each of the Rating
Agencies has confirmed that the then current rating by it of the
Class A Sixth 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 Sixth Issuer Noteholders if each of
the Rating Agencies has confirmed that the then current rating by
it of the Class B Sixth Issuer Notes would not be adversely
affected by such exercise and that such exercise will not be
materially prejudicial to the interests of the Class C Sixth
Issuer Noteholders if each of the Rating Agencies has confirmed
that the then current rating by it of the Class C Sixth 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 Sixth Issuer Notes represented by a Global Sixth
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;
23
(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 Sixth 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 Sixth 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 Sixth
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 SIXTH 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
24
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 Sixth Issuer as the obligor of the Sixth 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 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 Sixth 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
Sixth 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 Sixth Issuer;
(ii) the execution, delivery, legality, validity, adequacy,
admissibility in evidence or enforceability of any Sixth
Issuer Transaction Document or any other document entered
into in connection therewith;
(iii) the title, ownership, value, sufficiency, enforceability or
existence of any Sixth 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 Sixth 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;
25
(v) the scope or accuracy of any representations, warranties or
statements made by or on behalf of the Sixth Issuer or
Funding 1 or any other person or entity who has at any time
provided the same in any Sixth Issuer Transaction Document
or in any document entered into in connection therewith;
(vi) the performance or observance by the Sixth Issuer or
Funding 1 or any other person of any provisions of any
Sixth 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
Sixth Issuer Charged Property or Sixth Issuer Transaction
Document;
(viii) the title of the Sixth Issuer to any Sixth Issuer Charged
Property;
(ix) the suitability, adequacy or sufficiency of any applicable
criteria for any advances under the Sixth 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 Sixth Issuer to obtain or comply with
any licence, consent or other authority in connection with
the Sixth Issuer Charged Property or the Sixth 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 Sixth Issuer Charged Property or the Sixth 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 Sixth Issuer
Transaction Documents or any other document;
(xii) any assets comprised in the security (howsoever described)
created by the Sixth 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 Sixth 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
Sixth Issuer or any other person in respect of any of the
Sixth Issuer Charged Property or Transaction Documents; or
(xiv) any other matter or thing relating to or in any way
connected with any Sixth Issuer Charged Property or any
Sixth Issuer Transaction Document or any
26
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 Sixth 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 SIXTH 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 Sixth Issuer or any
other party to the Transaction Documents or any person or body
corporate associated with the Sixth Issuer or any other party to
the Sixth 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 Sixth Issuer Notes or any other
notes, bonds, stocks, shares, debenture stock, debentures or other
securities of, the Sixth Issuer or any other party to the Sixth
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 Sixth Issuer or any other party to the Sixth Issuer
Transaction Documents or any such person or body corporate so
associated or any other office of profit under the Sixth Issuer or
any other party to the Sixth 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 information, shall not be responsible for any loss suffered
by Noteholders resulting from the
27
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 Sixth Issuer
Notes shall not be materially prejudiced thereby waive or authorise any
breach or proposed breach by the Sixth Issuer or any other party thereto
of any of the covenants or provisions contained in these presents or any
of the other Sixth 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 Sixth 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 Sixth 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 Sixth
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 Sixth 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 Sixth 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 Sixth Issuer Notes
or (ii) to these presents or any of the other Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Notes are rated by the Rating
Agencies, the Sixth Issuer shall notify the Rating Agencies in writing as
soon as reasonably practicable thereafter of any modification to the
provisions of these presents, the Sixth 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 Sixth
Issuer Notes and/or the Sixth Issuer Transaction Documents (and to any
consequential amendments deriving therefrom)
28
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 Sixth Issuer Transaction
Document; and
(b) a written request for such confirmation or response is delivered
to each Rating Agency by the Sixth 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 least 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 Sixth Issuer, Funding 1, the
Seller, any investment bank or financial adviser acting in relation to
the Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Note or of
a particular principal amount of the Sixth Issuer Notes as the absolute
owner of such Sixth Issuer Note or principal amount, as the case may be,
for all purposes (whether or not such Sixth 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 Sixth 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 Sixth Issuer Note or Global
Sixth 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 Sixth Issuer Note or principal amount, as the case may
be.
29
20. CURRENCY INDEMNITY
The Sixth 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 Sixth 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
Sixth 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 Sixth 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 Sixth Issuer in
CLAUSE 14.5 and CLAUSE 15(L)) shall constitute obligations of the Sixth
Issuer separate and independent from its obligations under the other
provisions of these presents and the Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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) below the power to appoint a new trustee of
these presents shall be vested in the Sixth Issuer but no person shall be
appointed who shall not previously have been
30
approved by an Extraordinary Resolution of the Class A Sixth Issuer
Noteholders, the Class B Sixth Issuer Noteholders and the Class C Sixth
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 Sixth 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 Sixth Issuer or of any person
involved in the organisation or operation of the Sixth Issuer; (iii) not
offer or provide credit or credit enhancement to the Sixth Issuer; and
(iv) execute an agreement or instrument concerning the Sixth 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 SUB-CLAUSE 21.2 above, the Note Trustee
may, upon giving prior notice to the Sixth Issuer (but without requiring
the consent of the Sixth 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 Sixth Issuer Transaction Documents against the Sixth Issuer
or any other party thereto.
The Sixth 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 Sixth 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
31
these presents. The Sixth Issuer undertakes that in the event of the only
trustee of these presents which is a Trust Corporation giving notice
under this Clause or being removed by Extraordinary Resolution of each
class of Noteholders it will use its best endeavours to procure that a
new trustee of these presents being a Trust Corporation is appointed as
soon as reasonably practicable thereafter. The retirement or removal of
any such trustee shall not become effective until a successor trustee
being a Trust Corporation is appointed. If a successor trustee being a
trust corporation has not been appointed within two months after the date
of the notice of retirement of the Note Trustee, then the retiring Note
Trustee may appoint its own successor trustee being a trust corporation.
23. NOTE TRUSTEE'S POWERS TO BE ADDITIONAL
The powers conferred upon the Note Trustee by these presents shall be in
addition to any powers which may from time to time be vested in the Note
Trustee by the general law or as a holder of any of the Sixth Issuer
Notes.
24. NOTICES
24.1 Any notice or demand to the Sixth 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) SIXTH ISSUER:
Permanent Financing (No. 6) 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 Mortgage Securitisation and Covered
Bonds
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
32
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 Sixth Issuer Notes. The Sixth 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 Sixth 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 Sixth Issuer to the Note Trustee
to take any action under this Deed, the Sixth Issuer shall furnish to the
Note Trustee:
(a) an Officers' Certificate (which shall include the statements set
forth in CLAUSE 27.2 BELOW) stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this
Deed or required by the Note Trustee pursuant to the terms of this
Deed relating to the proposed action have been complied with; and
(b) an Opinion of Counsel (which shall include the statements set
forth in CLAUSE 27.2 BELOW) stating that, in the opinion of such
counsel, all such conditions precedent, if any, provided for in
this Deed or required by the Note Trustee pursuant to the terms of
this Deed relating to the proposed action have been complied with.
33
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 Sixth 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 Sixth
Issuer and the Note Trustee and delivered on the date first stated on page 1.
34
SCHEDULE 1
FORMS OF GLOBAL SIXTH ISSUER NOTES
PART A
(1)
SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE
NOTE NO. 1
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[_] SERIES 1 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER NOTES
DUE [SEPTEMBER 2005]
(Initial aggregate principal amount of Series 1 Class A
Global Notes: U.S.$[1,000,000,000])
This Series 1 Class A Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [_] U.S. dollars (U.S.$ [_]) and constituted
by a Sixth Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED)
between the Sixth Issuer and THE BANK OF NEW YORK, as trustee (the trustee for
the time being thereof being herein called the NOTE
35
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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION Schedule)
and the Sixth issuer master definitions and construction schedule, dated [_],
2004 and signed for the purposes of identification by Allen & Overy LLP and
Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) (each as may be amended and/or restated from time to time), and the
Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the Sixth
Issuer Master Definitions and Construction Schedule. The aggregate principal
amount from time to time of this Global Sixth Issuer Note shall be that amount
not exceeding U.S.$[_] as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class A Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [_] U.S. dollars
(U.S.$[_])) on the Interest Payment Date falling in [September 2005] (or
on such earlier date as the said principal amount may become repayable in
accordance with the Conditions or the Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Sixth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Sixth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Sixth 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 Sixth 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 Sixth
Issuer Closing Date, the Sixth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Sixth Issuer Notes which would not be required were the relevant
Sixth Issuer Notes in definitive registered form. Thereupon the holder of
this Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention
36
to exchange this Global Sixth Issuer Note for Definitive Sixth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order of
the Registrar. In exchange for this Global Sixth Issuer Note the Sixth
Issuer will deliver, or procure the delivery of, Definitive Sixth 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 Sixth 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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the Sixth
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 Sixth
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 Sixth Issuer Note
for Definitive Sixth Issuer Notes, this Global Sixth Issuer Note shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Sixth Issuer Note requests, returned to it together
with any relevant Definitive Sixth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to the
benefit of and be bound by the Conditions, the Sixth Issuer Trust Deed
and the Sixth Issuer Deed of Charge. Payments of principal and interest
in respect of Sixth Issuer Notes represented by this Global Sixth Issuer
Note will be made in accordance with the Conditions. Upon any payment of
principal or interest on this Global Sixth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the Sixth
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 Sixth 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 Sixth 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 Sixth Issuer will treat this Global Sixth 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.
37
6. AUTHENTICATION
This Global Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Sixth
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 Sixth 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 Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
39
CERTIFICATE OF AUTHENTICATION
This Global Sixth 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 Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH NOTATION
ISSUER NOTE FOLLOWING MADE ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
41
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
EXCHANGED FOR PART OF FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PRINCIPAL AMOUNT EXCHANGE OR PURCHASE MADE ON BEHALF OF THE
DATE MADE ISSUER NOTES PURCHASED AND CANCELLED AND CANCELLATION SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
42
PART A
(2)
SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE
NOTE NO. 2
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[_] SERIES 1 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER NOTES
DUE [SEPTEMBER 2005]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
U.S.$[1,000,000,000])
This Series 1 Class A Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [_] U.S. dollars (U.S.$ [_]) and constituted
by a Sixth Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED)
between the Sixth 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 Sixth
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 [_], 2004 (the
MASTER DEFINITIONS AND CONSTRUCTION Schedule) and the Sixth issuer master
43
definitions and construction schedule, dated [_], 2004 and signed for the
purposes of identification by Allen & Overy LLP and Sidley Austin Brown & Wood
(the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be
amended and/or restated from time to time), and the Sixth Issuer Trust Deed and
this Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
U.S.$[_] as shall be shown by the latest entry duly made in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class A Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [_] U.S.
dollars (U.S.$[_])) on the Interest Payment Date falling in [September
2005] (or on such earlier date as the said principal amount may become
repayable in accordance with the Conditions or the Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth
44
Issuer Note the Sixth Issuer will deliver, or procure the delivery of,
Definitive Sixth 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
Sixth 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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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 Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
45
7. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Sixth
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 Sixth Issuer Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
46
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
47
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated without recourse, warranty
or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
48
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
SIXTH ISSUER NOTE NOTATION MADE ON
FOLLOWING SUCH BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
49
[PART A
(3)
SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE
NOTE NO. 3
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 1 CLASS A GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[_] SERIES 1 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE [SEPTEMBER 2005]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
U.S.$[1,000,000,000])
This Series 1 Class A Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class A Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [_] U.S. dollars (U.S.$[_]) and constituted
by a Sixth Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED)
between the Sixth Issuer and THE BANK OF NEW YORK, as trustee (the trustee for
the time being thereof being herein called the NOTE TRUSTEE). References herein
to the Conditions (or to any particular numbered Condition) shall be to the
Conditions (or that particular one of them) set out in Schedule 3 to the Sixth
Issuer Trust Deed. Terms used but not defined herein have the meanings ascribed
to them in the amended and restated master definitions and construction schedule
signed by the parties to the Transaction Documents and dated [_], 2004 (the
MASTER DEFINITIONS AND CONSTRUCTION Schedule) and the Sixth issuer master
50
definitions and construction schedule, dated [_], 2004 and signed for the
purposes of identification by Allen & Overy LLP and Sidley Austin Brown & Wood
(the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be
amended and/or restated from time to time), and the Sixth Issuer Trust Deed and
this Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
U.S.$[_] 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 Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [_] U.S.
dollars (U.S.$[_])) on the Interest Payment Date falling in June 2005
(or on such earlier date as the said principal amount may become
repayable in accordance with the Conditions or the Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth
51
Issuer Note the Sixth Issuer will deliver, or procure the delivery of,
Definitive Sixth 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
Sixth 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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth Issuer on Part II 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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 Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
52
7. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Sixth
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 Sixth Issuer Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
53
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
54
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
55
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT
OF THIS GLOBAL
SIXTH ISSUER NOTE NOTATION MADE
FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
56
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
EXCHANGED FOR PART OF FOLLOWING SUCH NOTATION MADE
DEFINITIVE SIXTH PRINCIPAL AMOUNT EXCHANGE OR PURCHASE ON BEHALF OF THE SIXTH
DATE MADE ISSUER NOTES PURCHASED AND CANCELLED AND CANCELLATION ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
]
57
PART B
SERIES 1 CLASS B GLOBAL SIXTH ISSUER NOTE
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 1 CLASS B GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[35,800,000] SERIES 1 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 1 Class B Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class B Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [thirty five million eight hundred thousand]
U.S. dollars (U.S.) ($[35,800,000]) and constituted by a Sixth Issuer Trust Deed
dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION Schedule) and the Sixth issuer master definitions and construction
schedule, dated [_], 2004 and signed for the purposes of identification by Allen
& Overy LLP and Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall
be construed in accordance with the
58
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
U.S.$[35,800,000] as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class B Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty five
million eight hundred thousand] U.S. dollars (U.S.$[35,800,000])) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
Issuer Note.
59
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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 Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non
60
exclusive jurisdiction of the courts of England for all purposes in
connection with this Sixth 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 Sixth Issuer Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
61
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
62
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
63
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH NOTATION MADE
ISSUER NOTE FOLLOWING ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
64
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
EXCHANGED FOR PART OF FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PRINCIPAL AMOUNT EXCHANGE OR PURCHASE MADE ON BEHALF OF THE
DATE MADE ISSUER NOTES PURCHASED AND CANCELLED AND CANCELLATION SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
65
PART C
SERIES 1 CLASS C GLOBAL SIXTH ISSUER NOTE
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 1 CLASS C GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[34,700,000] SERIES 1 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 1 Class C Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 1 Class C Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [thirty four million seven hundred thousand]
U.S. dollars (U.S.$[34,700,000]) and constituted by a Sixth Issuer Trust Deed
dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION Schedule) and the Sixth issuer master definitions and construction
schedule, dated [_], 2004 and signed for the purposes of identification by Allen
& Overy LLP and Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Sixth
66
Issuer Trust Deed and this Sixth Issuer Global Note shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the Sixth
Issuer Master Definitions and Construction Schedule. The aggregate principal
amount from time to time of this Global Sixth Issuer Note shall be that amount
not exceeding U.S.$[34,700,000] as shall be shown by the latest entry duly made
in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 1 Class C Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty four
million seven hundred thousand] U.S. dollars (U.S.$[34,700,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
Issuer Notes in registered form in denominations of U.S.$1,000 or
U.S.$10,000 each, or any integral
67
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 Sixth 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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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 Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
68
7. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Sixth
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 Sixth Issuer Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
69
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
70
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
71
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH NOTATION
ISSUER NOTE FOLLOWING MADE ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
72
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
EXCHANGED FOR PART OF FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PRINCIPAL AMOUNT EXCHANGE OR PURCHASE MADE ON BEHALF OF THE
DATE MADE ISSUER NOTES PURCHASED AND CANCELLED AND CANCELLATION SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
73
PART D
(1)
SERIES 2 CLASS A GLOBAL SIXTH ISSUER NOTE
NOTE NO. 1
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 2 CLASS A GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[_] SERIES 2 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE [DECEMBER 2011]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
U.S.$[1,000,000,000])
This Series 2 Class A Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [_] U.S. dollars (U.S.$[_]) and constituted
by a Sixth Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED)
between the Sixth Issuer and THE BANK OF NEW YORK, as trustee (the trustee for
the time being thereof being herein called the NOTE TRUSTEE). References herein
to the Conditions (or to any particular numbered Condition) shall be to the
Conditions (or that particular one of them) set out in Schedule 3 to the Sixth
Issuer Trust Deed. Terms used but not defined herein have the meanings ascribed
to them in the amended and restated
74
master definitions and construction schedule signed by the parties to the
Transaction Documents and dated [_], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION Schedule) and the Sixth issuer master definitions and construction
schedule, dated [_], 2004 and signed for the purposes of identification by Allen
& Overy LLP and Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall
be construed in accordance with the interpretation provisions set out in Clause
2 of the Sixth Issuer Master Definitions and Construction Schedule. The
aggregate principal amount from time to time of this Global Sixth Issuer Note
shall be that amount not exceeding U.S.$[_] 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 Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [_] U.S.
dollars (U.S.$ [_]) on the Interest Payment Date falling in [December
2011] (or on such earlier date as the said principal amount may become
repayable in accordance with the Conditions or the Sixth 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 Sixth
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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
75
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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.
76
6. AUTHENTICATION
This Global Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Sixth
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 Sixth Issuer Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
77
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
78
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated without recourse, warranty
or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
79
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH NOTATION
ISSUER NOTE FOLLOWING MADE ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
80
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
EXCHANGED FOR PART OF FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PRINCIPAL AMOUNT EXCHANGE OR PURCHASE MADE ON BEHALF OF THE
DATE MADE ISSUER NOTES PURCHASED AND CANCELLED AND CANCELLATION SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
81
PART D
(2)
SERIES 2 CLASS A GLOBAL SIXTH ISSUER NOTE
NOTE NO. 2
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 2 CLASS A GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[_] SERIES 2 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER NOTES
DUE [DECEMBER 2011]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
U.S.$[1,000,000,000])
This Series 2 Class A Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to five hundred million U.S. dollars (U.S.$[_])
and constituted by a Sixth Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER
TRUST DEED) between the Sixth Issuer and THE BANK OF NEW YORK, as trustee (the
trustee for the time being thereof being herein called the NOTE TRUSTEE).
References herein to the Conditions (or to any particular numbered Condition)
shall be to the Conditions (or that particular one of them) set out in Schedule
3 to the Sixth Issuer Trust Deed. Terms used but not defined herein have the
meanings ascribed to them in the amended and restated master definitions and
construction schedule signed by the parties to the
82
Transaction Documents and dated [_], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the Sixth issuer master definitions and construction
schedule, dated and made on [_], 2004 and signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood (the SIXTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Sixth Issuer Trust Deed and this
Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
U.S.$[_] 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 Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [_] U.S.
dollars (U.S.$[_]) on the Interest Payment Date falling in [December
June 2011] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Sixth 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 Sixth
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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
83
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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.
84
6. AUTHENTICATION
This Global Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Sixth
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.
85
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
86
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated without recourse, warranty
or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
87
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH NOTATION
ISSUER NOTE FOLLOWING MADE ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
88
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
EXCHANGED FOR PART OF FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PRINCIPAL AMOUNT EXCHANGE OR PURCHASE MADE ON BEHALF OF THE
DATE MADE ISSUER NOTES PURCHASED AND CANCELLED AND CANCELLATION SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
89
[PART D
(3)
SERIES 2 CLASS A GLOBAL SIXTH ISSUER NOTE
NOTE NO. 3
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 2 CLASS A GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[_] SERIES 2 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER NOTES
DUE [DECEMBER 2011]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
U.S$[1,000,000,000])
This Series 2 Class A Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class A Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [_] U.S. dollars (U.S.$[_]) and constituted
by a Sixth Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED)
between the Sixth Issuer and THE BANK OF NEW YORK, as trustee (the trustee for
the time being thereof being herein called the NOTE TRUSTEE). References herein
to the Conditions (or to any particular numbered Condition) shall be to the
Conditions (or that particular one of them) set out in Schedule 3 to the Sixth
Issuer Trust Deed. Terms used but not defined herein have the meanings ascribed
to them in the amended and restated
90
master definitions and construction schedule signed by the parties to the
Transaction Documents and dated [_], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION Schedule) and the Sixth issuer master definitions and construction
schedule, dated [_], 2004 and signed for the purposes of identification by Allen
& Overy LLP and Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS
AND CONSTRUCTION SCHEDULE) (each as may be amended and/or restated from time to
time), and the Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall
be construed in accordance with the interpretation provisions set out in Clause
2 of the Sixth Issuer Master Definitions and Construction Schedule. The
aggregate principal amount from time to time of this Global Sixth Issuer Note
shall be that amount not exceeding U.S.$[_] 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 Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [_] U.S.
dollars (U.S.$[_]) on the Interest Payment Date falling in [December
2011] (or on such earlier date as the said principal amount may become
repayable in accordance with the Conditions or the Sixth 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 Sixth
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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
91
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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.
92
6. AUTHENTICATION
This Global Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with this Sixth
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 Sixth Issuer Global
Note, but this does not affect any right or remedy of any person which
exists or is available apart from that Act.
93
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
94
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
95
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH NOTATION
ISSUER NOTE FOLLOWING MADE ON BEHALF OF THE
DATE MADE INTEREST PAID PRINCIPAL PAID SUCH PAYMENT SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
96
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
EXCHANGED FOR PART OF FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PRINCIPAL AMOUNT EXCHANGE OR PURCHASE MADE ON BEHALF OF THE
DATE MADE ISSUER NOTES PURCHASED AND CANCELLED AND CANCELLATION SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
97
PART E
SERIES 2 CLASS B GLOBAL SIXTH ISSUER NOTE
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 2 CLASS B GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[35,000,000] SERIES 2 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 2 Class B Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class B Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [thirty five million eight hundred thousand]
U.S. dollars (U.S.$[35,000,000]) and constituted by a Sixth Issuer Trust Deed
dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the Sixth issuer master definitions and construction
schedule, dated and made on [_], 2004 and signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood (the SIXTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Sixth Issuer Trust Deed and this
Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions
98
and Construction Schedule. The aggregate principal amount from time to time of
this Global Sixth Issuer Note shall be that amount not exceeding
U.S.$[35,800,000] as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 2 Class B Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty five
million eight hundred thousand] U.S. dollars (U.S.$[35,800,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
Issuer Note.
99
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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 Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non
100
exclusive jurisdiction of the courts of England for all purposes in
connection with the Sixth 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 Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
102
CERTIFICATE OF AUTHENTICATION
This Global Sixth 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 I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
104
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
105
PART F
SERIES 2 CLASS C GLOBAL SIXTH ISSUER NOTE
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 2 CLASS C GLOBAL SIXTH ISSUER NOTE
representing up to
U.S.$[34,700,000] SERIES 2 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 2 Class C Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 2 Class C Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [thirty four million seven hundred thousand]
U.S. dollars (U.S.$[34,700,000]) and constituted by a Sixth Issuer Trust Deed
dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND
CONSTRUCTION SCHEDULE) and the Sixth issuer master definitions and construction
schedule, dated and made on [_], 2004 and signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood (the SIXTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Sixth Issuer Trust Deed and this
Sixth Issuer Global Note shall be construed in
106
accordance with the interpretation provisions set out in Clause 2 of the Sixth
Issuer Master Definitions and Construction Schedule. The aggregate principal
amount from time to time of this Global Sixth Issuer Note shall be that amount
not exceeding U.S.$[34,700,000] as shall be shown by the latest entry duly made
in the Schedule hereto.
This is to certify that:
Cede & Co. as nominee on behalf of The Depositary Trust Company
is/are the duly registered holder(s) of one of the Series 2 Class C Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty four
million seven hundred thousand] U.S. dollars (U.S.$[34,700,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Sixth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Sixth 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 Sixth 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 Sixth Issuer Closing Date, the
Sixth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Sixth
Issuer Notes which would not be required were the relevant Sixth Issuer
Notes in definitive registered form. Thereupon the holder of this
Global Sixth 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 Sixth Issuer, and the Sixth Issuer may give notice
to the Note Trustee and the Noteholders, of its intention to exchange
this Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or
after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
Issuer Note.
107
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes, this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer will treat this Global Sixth 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 Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non
108
exclusive jurisdiction of the courts of England for all purposes in
connection with the Sixth 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.
109
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
110
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
111
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
112
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
U.S.$ U.S.$ U.S.$
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
113
PART G
SERIES 3 CLASS B GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 3 CLASS B GLOBAL SIXTH ISSUER NOTE
representing up to
[GBP][35,300,000] SERIES 3 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 3 Class B Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class B Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES),
114
limited to the aggregate principal amount of up to [thirty five million three
hundred thousand] pounds sterling ([GBP][35,300,000]) and constituted by a Sixth
Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between the
Sixth 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 Sixth 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 [_], 2004 (the MASTER
DEFINITIONS AND CONSTRUCTION Schedule) and the Sixth issuer master definitions
and construction schedule, dated [_], 2004 and signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood (the SIXTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Sixth Issuer Trust Deed and this
Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
[GBP][35,300,000] as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one Series 3 Class B Global Sixth Issuer
Notes. This Global Sixth Issuer Note is evidence of entitlement only. Title to
the Global Sixth Issuer Notes passes only on due registration in the Register
and only the registered holder is entitled to payment in respect of this Global
Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty five
million three hundred thousand] pounds sterling ([GBP][35,300,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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
115
Sixth Issuer, and the Sixth Issuer may give notice to the Note Trustee
and the Noteholders, of its intention to exchange this Global Sixth
Issuer Note for Definitive Sixth Issuer Notes on or after the Exchange
Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note, shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
116
6. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
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.
117
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
118
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
119
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
120
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
121
PART H
SERIES 3 CLASS C GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 3 CLASS C GLOBAL SIXTH ISSUER NOTE
representing up to
[GBP][34,200,000] SERIES 3 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 3 Class C Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 3 Class C Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES),
122
limited to the aggregate principal amount of up to [thirty four million two
hundred thousand] pounds sterling ([GBP][34,200,000]) and constituted by a Sixth
Issuer Trust DeEd dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between the
Sixth 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 Sixth 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 [_], 2004 (the MASTER
DEFINITIONS AND CONSTRUCTION Schedule) and the Sixth issuer master definitions
and construction schedule, dated [_], 2004 and signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood (the SIXTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Sixth Issuer Trust Deed and this
Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
[GBP][34,200,000] as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 3 Class C Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty four
million two hundred thousand] pounds sterling ([GBP][34,200,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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
123
Sixth Issuer, and the Sixth Issuer may give notice to the Note Trustee
and the Noteholders, of its intention to exchange this Global Sixth
Issuer Note for Definitive Sixth Issuer Notes on or after the Exchange
Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note, shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
124
6. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
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.
125
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
126
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
127
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
128
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
129
PART I
SERIES 4 CLASS A GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 4 CLASS A GLOBAL SIXTH ISSUER NOTE
representing up to
[EURO][750,000,000] SERIES 4 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 4 Class A Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class A Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [seven hundred and fifty million] euro
([EURO][750,000,000]) and constituted by a Sixth Issuer Trust Deed dated [_],
2004 (the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION Schedule)
and the Sixth issuer master definitions and construction schedule, dated [_],
2004 and signed for the purposes of identification by Allen & Overy LLP and
Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) (each as may be amended and/or restated from time to time), and the
Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the Sixth
Issuer Master Definitions and Construction Schedule. The aggregate principal
amount from time to time of this Global Sixth Issuer Note shall be that amount
not exceeding [EURO][750,000,000] as shall be shown by the latest entry duly
made in the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 4 Class A Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
130
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [seven hundred
and fifty million] euro ([EURO][750,000,000]) on the Interest Payment
Date falling in June 2042 (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions
or the Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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 Sixth Issuer, and the Sixth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
Issuer Notes in registered form in denominations of [EURO]500,000, plus
integral multiples of [EURO]1,000, or in such other denominations
(which must be higher than [EURO]500,000) as the Note Trustee shall
determine and notify to the relevant Noteholders, in exchange for the
whole of this Global Sixth 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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note shall be surrendered to or to the
131
order of the Registrar and cancelled and, if the holder of this Global
Sixth Issuer Note requests, returned to it together with any relevant
Definitive Sixth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
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.
132
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
133
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
134
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[EURO] [EURO] [EURO]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
135
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[EURO] [EURO] [EURO]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
136
PART J
SERIES 4 CLASS B GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 4 CLASS B GLOBAL SIXTH ISSUER NOTE
representing up to
[EURO][26,100,000] SERIES 4 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 4 Class B Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class B Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [twenty six million one hundred thousand]
euro ([EURO][26,100,000]) and constituted by a Sixth Issuer Trust Deed dated
[_], 2004 (the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION Schedule)
and the Sixth issuer master definitions and construction schedule, dated [_],
2004 and signed for the purposes of identification by Allen & Overy LLP and
Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) (each as may be amended and/or restated from time to time), and the
Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the Sixth
Issuer Master Definitions and Construction Schedule. The aggregate principal
amount from time to time of this Global Sixth Issuer Note shall be that amount
not exceeding [EURO][26,100,000] 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 Sixth Issuer
Notes. This Global Sixth Issuer Note is evidence of entitlement only. Title to
the Global Sixth Issuer Notes passes only on due registration in the Register
and only the registered holder is entitled to payment in respect of this Global
Sixth Issuer Note.
137
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [twenty six
million one hundred thousand] euro ([EURO][26,100,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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 Sixth Issuer, and the Sixth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
Issuer Notes in registered form in denominations of [EURO]500,000, plus
integral multiples of [EURO]1,000, or in such other denominations
(which must be higher than [EURO]500,000) as the Note Trustee shall
determine and notify to the relevant Noteholders, in exchange for the
whole of this Global Sixth 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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note, shall be surrendered to or to the
138
order of the Registrar and cancelled and, if the holder of this Global
Sixth Issuer Note requests, returned to it together with any relevant
Definitive Sixth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
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.
139
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:................................
(Duly authorised)
Issued in London, England on [_], 2004.
140
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
141
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[EURO] [EURO] [EURO]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
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______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
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______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
142
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[EURO] [EURO] [EURO]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
143
PART K
SERIES 4 CLASS C GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 4 CLASS C GLOBAL SIXTH ISSUER NOTE
representing up to
[EURO][25,300,000] SERIES 4 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 4 Class C Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 4 Class C Sixth
Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER), designated
as specified in the title hereof (the SIXTH ISSUER NOTES), limited to the
aggregate principal amount of up to [twenty five million three hundred thousand]
euro ([EURO][25,300,000]) and constituted by a Sixth Issuer Trust Deed dated
[_], 2004 (the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION Schedule)
and the Sixth issuer master definitions and construction schedule, dated
[_],2004 and signed for the purposes of identification by Allen & Overy LLP and
Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) (each as may be amended and/or restated from time to time), and the
Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the Sixth
Issuer Master Definitions and Construction Schedule. The aggregate principal
amount from time to time of this Global Sixth Issuer Note shall be that amount
not exceeding [EURO][25,300,000] as shall be shown by the latest entry duly made
in the Schedule hereto.
This is to certify that:
Citivic Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the Series 4 Class C Global Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
144
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [twenty five
million three hundred thousand] euro ([EURO][25,300,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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 Sixth Issuer, and the Sixth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Sixth Issuer Note for Definitive Sixth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
Issuer Notes in registered form in denominations of [EURO]500,000, plus
integral multiples of [EURO]1,000, or in such other denominations
(which must be higher than [EURO]500,000) as the Note Trustee shall
determine and notify to the relevant Noteholders, in exchange for the
whole of this Global Sixth 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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note, shall be surrendered to or to the
145
order of the Registrar and cancelled and, if the holder of this Global
Sixth Issuer Note requests, returned to it together with any relevant
Definitive Sixth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth 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 Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
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.
146
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:......................................
(Duly authorised)
Issued in London, England on [_], 2004.
147
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
148
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[EURO] [EURO] [EURO]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
149
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[EURO] [EURO] [EURO]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
150
PART L
SERIES 5 CLASS A1 GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 5 CLASS A1 GLOBAL SIXTH ISSUER NOTE
representing up to
[GBP][500,000,000] SERIES 5 CLASS A1 ASSET BACKED FIXED-FLOATING RATE SIXTH
ISSUER NOTES DUE JUNE 2042
This Series 5 Class A1 Global Sixth Issuer Note is issued without principal or
interest coupons in respect of a duly authorised issue of Series 5 Class A1
Sixth Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER),
designated as specified in the title hereof (the SIXTH ISSUER NOTES), limited to
the aggregate principal amount of up to [five hundred million] pounds sterling
([GBP][500,000,000]) and constituted by a
151
Sixth Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between
the Sixth 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 Sixth 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 [_], 2004 (the MASTER
DEFINITIONS AND CONSTRUCTION Schedule) and the Sixth issuer master definitions
and construction schedule, dated [_], 2004 and signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood (the SIXTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Sixth Issuer Trust Deed and this
Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
[GBP][500,000,000] 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 A1 Global
Sixth Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement
only. Title to the Global Sixth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [five hundred
million] pounds sterling ([GBP][500,000,000]) 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 Sixth Issuer Trust Deed) and to pay interest semi-annually 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 Sixth 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 Sixth
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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 Sixth Issuer, and the Sixth Issuer may give notice to the
Note Trustee and the Noteholders, of
152
its intention to exchange this Global Sixth Issuer Note for Definitive
Sixth Issuer Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
153
6. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
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.
154
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
(Duly authorised)
Issued in London, England on [_], 2004.
155
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated
without recourse, warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
156
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
157
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
158
PART M
SERIES 5 CLASS A2 GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 5 CLASS A2 GLOBAL SIXTH ISSUER NOTE
representing up to
[GBP][500,000,000] SERIES 5 CLASS A2 ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 5 Class A2 Global Sixth Issuer Note is issued without
principal or interest coupons in respect of a duly authorised issue of Series 5
Class A2 Sixth Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH
ISSUER), designated as specified in the title hereof (the SIXTH ISSUER NOTES),
limited to the aggregate principal amount of up to five hundred million pounds
sterling
159
([GBP]500,000,000) and constituted By a Sixth Issuer Trust Deed dated [_], 2004
(the SIXTH ISSUER TRUST DEED) between the Sixth 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 Sixth 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 [_], 2004 (the MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE)
and the Sixth issuer master definitions and construction schedule, dated [_],
2004 and signed for the purposes of identification by Allen & Overy LLP and
Sidley Austin Brown & Wood (the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) (each as may be amended and/or restated from time to time), and the
Sixth Issuer Trust Deed and this Sixth Issuer Global Note shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the Sixth
Issuer Master Definitions and Construction Schedule. The aggregate principal
amount from time to time of this Global Sixth Issuer Note shall be that amount
not exceeding [GBP][500,000,000] 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 A2 Global
Sixth Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement
only. Title to the Global Sixth Issuer Notes passes only on due registration in
the Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
1 PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [five hundred
million] pounds sterling ([GBP][500,000,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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
160
Sixth Issuer, and the Sixth Issuer may give notice to the Note Trustee
and the Noteholders, of its intention to exchange this Global Sixth
Issuer Note for Definitive Sixth Issuer Notes on or after the Exchange
Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
3. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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 Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
161
6. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
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.
162
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
(Duly authorised)
Issued in London, England on [_], 2004.
163
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated without recourse, warranty
or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
164
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
165
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
166
PART N
SERIES 5 CLASS B GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 5 CLASS B GLOBAL SIXTH ISSUER NOTE
representing up to
[GBP][34,800,000] SERIES 5 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
This Series 5 Class B Global Sixth Issuer Note is issued without
principal or interest coupons in respect of a duly authorised issue of Series 5
Class B Sixth Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH
ISSUER), designated as specified in the title hereof (the SIXTH ISSUER NOTES),
limited to the aggregate principal amount of up to [thirty four million eight
hundred thousand] pounds sterling ([GBP][34,800,000]) and
167
constituted by a SixTh Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST
DEED) between the Sixth 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
Sixth 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 [_], 2004
(the MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) and the Sixth issuer master
definitions and construction schedule, dated [_], 2004 and signed for the
purposes of identification by Allen & Overy LLP and Sidley Austin Brown & Wood
(the SIXTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be
amended and/or restated from time to time), and the Sixth Issuer Trust Deed and
this Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
[GBP][34,800,000] 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 Sixth Issuer
Notes. This Global Sixth Issuer Note is evidence of entitlement only. Title to
the Global Sixth Issuer Notes passes only on due registration in the Register
and only the registered holder is entitled to payment in respect of this Global
Sixth Issuer Note.
8 PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty four
million eight hundred thousand] pounds sterling ([GBP][34,800,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
9. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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
168
Sixth Issuer, and the Sixth Issuer may give notice to the Note Trustee
and the Noteholders, of its intention to exchange this Global Sixth
Issuer Note for Definitive Sixth Issuer Notes on or after the Exchange
Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note, shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
10. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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.
11. 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.
12. AUTHENTICATION
This Global Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
169
13. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
Issuer Global Note.
14. 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.
170
IN WITNESS WHEREOF the Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
(Duly authorised)
Issued in London, England on [_], 2004.
171
CERTIFICATE OF AUTHENTICATION
This Global Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
172
THE SCHEDULE
PART I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
173
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
174
PART P
SERIES 5 CLASS C GLOBAL SIXTH ISSUER NOTE
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPs") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THEISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THISNOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
SERIES 5 CLASS C GLOBAL SIXTH ISSUER NOTE
representing up to
[GBP][33,700,000] SERIES 5 CLASS C ASSET BACKED FLOATING RATE SIXTH
ISSUER NOTES DUE JUNE 2042
This Series 5 Class C Global Sixth Issuer Note is issued without
principal or interest coupons in respect of a duly authorised issue of Series 5
Class C Sixth Issuer Notes of PERMANENT FINANCING (NO. 6) PLC (the SIXTH
ISSUER), designated as specified in the title hereof (the SIXTH ISSUER NOTES),
175
limited to the aggregate principal amount of up to [thirty three million seven
hundred thousand] pounds sterling ([GBP][33,700,000]) and constituted by a Sixth
Issuer Trust Deed dated [_], 2004 (the SIXTH ISSUER TRUST DEED) between the
Sixth 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 Sixth 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 [_], 2004 (the MASTER
DEFINITIONS AND CONSTRUCTION Schedule) and the Sixth issuer master definitions
and construction schedule, dated [_], 2004 and signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood (the SIXTH
ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) (each as may be amended
and/or restated from time to time), and the Sixth Issuer Trust Deed and this
Sixth Issuer Global Note shall be construed in accordance with the
interpretation provisions set out in Clause 2 of the Sixth Issuer Master
Definitions and Construction Schedule. The aggregate principal amount from time
to time of this Global Sixth Issuer Note shall be that amount not exceeding
[GBP][33,700,000] 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 Sixth
Issuer Notes. This Global Sixth Issuer Note is evidence of entitlement only.
Title to the Global Sixth Issuer Notes passes only on due registration in the
Register and only the registered holder is entitled to payment in respect of
this Global Sixth Issuer Note.
15 PROMISE TO PAY
Subject as provided in this Global Sixth Issuer Note the Sixth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Sixth Issuer Note (being at the date hereof [thirty three
million seven hundred thousand] pounds sterling ([GBP][33,700,000]) 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
16. EXCHANGE FOR DEFINITIVE SIXTH ISSUER NOTES AND PURCHASES
This Global Sixth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Sixth Issuer Notes only if (i) both
Euroclear Bank S.A./N.V., as operator of the Euroclear System
(EUROCLEAR) and Clearstream Banking, societe anonyme (CLEARSTREAM,
LUXEMBOURG) are closed for business for a continuous period of 14 days
(other than by reason of holiday, statutory or otherwise) or announce
an intention permanently to cease business or do so and no alternative
clearing system satisfactory to the Note Trustee is then available, or
(ii) as a result of any amendment to, or change in, the laws or
regulations of the United Kingdom (or of any political subdivision
thereof), or of any authority therein or thereof having power to tax,
or in the interpretation or administration by a revenue authority or a
court or administration of such laws or regulations which becomes
effective on or after the Sixth Issuer Closing Date, the Sixth Issuer
or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Sixth Issuer Notes which
would not be required were the relevant Sixth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Sixth
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
176
Sixth Issuer, and the Sixth Issuer may give notice to the Note Trustee
and the Noteholders, of its intention to exchange this Global Sixth
Issuer Note for Definitive Sixth Issuer Notes on or after the Exchange
Date (as defined below).
On or after the Exchange Date, the holder of this Global Sixth Issuer
Note shall surrender this Global Sixth Issuer Note to or to the order
of the Registrar. In exchange for this Global Sixth Issuer Note the
Sixth Issuer will deliver, or procure the delivery of, Definitive Sixth
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 Sixth
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 Sixth Issuer Note in
accordance with the Sixth Issuer Trust Deed, the Conditions and the
Sixth 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
Sixth 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 Sixth
Issuer Note for Definitive Sixth Issuer Notes this Global Sixth Issuer
Note, shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Sixth Issuer Note requests,
returned to it together with any relevant Definitive Sixth Issuer
Notes.
17. PAYMENTS
Until the entire principal amount of this Global Sixth Issuer Note has
been extinguished, this Global Sixth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge. Payments of principal and
interest in respect of Sixth Issuer Notes represented by this Global
Sixth Issuer Note will be made in accordance with the Conditions. Upon
any payment of principal or interest on this Global Sixth Issuer Note
the amount so paid shall be endorsed by or on behalf of the Registrar
on behalf of the Sixth 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 Sixth
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 Sixth 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.
18. 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.
19. AUTHENTICATION
This Global Sixth Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Registrar.
177
20. GOVERNING LAW
This Global Sixth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England and the Sixth Issuer has in the
Sixth Issuer Trust Deed submitted to the non exclusive jurisdiction of
the courts of England for all purposes in connection with the Sixth
Issuer Global Note.
21. 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 Sixth Issuer has caused this Global Sixth Issuer Note to
be signed manually or in facsimile by a person duly authorised on its behalf.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
(Duly authorised)
Issued in London, England on [_], 2004.
179
CERTIFICATE OF AUTHENTICATION
This Global Sixth 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 I
PAYMENTS OF PRINCIPAL AND INTEREST
The following payments on this Global Sixth Issuer Note have been made:
REMAINING
PRINCIPAL AMOUNT OF
THIS GLOBAL SIXTH
ISSUER NOTE NOTATION
FOLLOWING SUCH MADE ON BEHALF OF
DATE MADE INTEREST PAID PRINCIPAL PAID PAYMENT THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
181
PART II
EXCHANGES,
PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Sixth Issuer Notes and purchases and
cancellations of a part of this Global Sixth Issuer Note have been made:
PART OF AGGREGATE
PRINCIPAL AMOUNT PART OF PRINCIPAL AMOUNT
EXCHANGED FOR PRINCIPAL AMOUNT FOLLOWING SUCH NOTATION
DEFINITIVE SIXTH PURCHASED AND EXCHANGE OR PURCHASE MADE ON BEHALF OF
DATE MADE ISSUER NOTES CANCELLED AND CANCELLATION THE SIXTH ISSUER
[GBP] [GBP] [GBP]
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
______________ ______________ ______________ ______________ ______________
182
SCHEDULE 2
FORMS OF DEFINITIVE SIXTH ISSUER NOTES
PART 1
SERIES 1 CLASS A DEFINITIVE SIXTH ISSUER NOTE
- -------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- -------------------------------------------------------------------------------
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
U.S.$[1,000,000,000] SERIES 1 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE [SEPTEMBER 2005] (the SERIES 1 CLASS A SIXTH ISSUER NOTES)
This Series 1 Class A Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 1 Class A Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 1 Class A Sixth
Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000 each, or integral
multiples thereof, or in such other denominations as the Note Trustee shall
determine and notify to the holders of the relevant Series 1 Class A Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class A Sixth Issuer Notes, such Series 1 Class A Sixth Issuer Notes being in
the denomination of U.S.$ ( U.S. dollars) and is/are entitled on the
Interest Payment Date falling in June 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
183
IN WITNESS WHEREOF this registered Series 1 Class A Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class A Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
184
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
185
FORM OF TRANSFER OF DEFINITIVE SIXTH 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 Sixth ISSuEr
Note and all rights hereunder, hereby irrevocably constituting and appointing
.................... as attorney to transfer such prinCIpAl amount of this Series
1 Class A Sixth Issuer Note in the register maintained by or on behalf of
PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
186
PART 2
SERIES 1 CLASS B DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- --------------------------------------------------------------------------------
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
U.S.$[35,800,000] SERIES 1 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 1 CLASS B SIXTH ISSUER NOTES)
This Series 1 Class B Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between Permanent Financing (No. 6) PLC (the SIXTH ISSUER) and
The Bank of New York, as trustee for the holders of the Series 1 Class B Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 1 Class B Sixth
Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000 each, or integral
multiples thereof, or in such other denominations as the Note Trustee shall
determine and notify to the holders of the relevant Series 1 Class B Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class B Sixth Issuer Notes, such Series 1 Class B Sixth Issuer Notes being in
the denomination of U.S.$ ( 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 1 Class B Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
187
PERMANENT FINANCING (NO. 6) PLC
By: ..............................
Director
By ..............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class B Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
188
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
189
FORM OF TRANSFER OF DEFINITIVE SIXTH 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 Sixth Issuer Note
and all rights hereunder, hereby irrevocably constituting and appointing
................as attorney to transfer such principal amount of this Series 1
Class B Sixth Issuer Note in the register maintained by or on behalf of
PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
190
PART 3
SERIES 1 CLASS C DEFINITIVE SIXTH ISSUER NOTE
- -------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- --------------------------------------------------------------------------------
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
U.S.$[34,700,000] SERIES 1 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 1 CLASS C SIXTH ISSUER NOTES)
This Series 1 Class C Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between Permanent Financing (No. 6) PLC (the SIXTH ISSUER) and
The Bank of New York, as trustee for the holders of the Series 1 Class C Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 1 Class C Sixth
Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000 each, or integral
multiples thereof, or in such other denominations as the Note Trustee shall
determine and notify to the holders of the relevant Series 1 Class C Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
1 Class C Sixth Issuer Notes, such Series 1 Class C Sixth Issuer Notes being in
the denomination of U.S.$ ( 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
Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 1 Class C Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
191
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 1 Class C Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
192
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
193
FORM OF TRANSFER OF DEFINITIVE SIXTH 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 Sixth Issuer
Note and all rights hereunder, hereby irrevocably constituting and
appointing...................as attorney to transfer such principal amount of
this Sixth Issuer Note in the register maintained by or on behalf of PERMANENT
FINANCING (NO. 6) 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
Sixth Issuer Trust Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
194
PART 4
SERIES 2 CLASS A DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- --------------------------------------------------------------------------------
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
U.S.$[1,000,000,000] SERIES 2 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE [DECEMBER 2011] (the SERIES 2 CLASS A SIXTH ISSUER NOTES)
This Series 2 Class A Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 2 Class A Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 2 Class A Sixth
Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000 each, or integral
multiples thereof, or in such other denominations as the Note Trustee shall
determine and notify to the holders of the relevant Series 2 Class A Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class A Sixth Issuer Notes, such Series 2 Class A Sixth Issuer Notes being in
the denomination of U.S.$ ( U.S. dollars) and
is/are entitled on the Interest Payment Date falling in June 2011 (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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 2 Class A Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By: ...................................
Director
By: ...................................
Director
195
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class A Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
....................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
196
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
197
FORM OF TRANSFER OF DEFINITIVE SIXTH 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 Sixth Issuer
Note and all rights hereunder, hereby irrevocably constituting and
appointing............as attorney to transfer such principal amount of this
Series 2 Class A Sixth Issuer Note in the register maintained by or on behalf of
PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
198
PART 5
SERIES 2 CLASS B DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- --------------------------------------------------------------------------------
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
U.S.$[35,800,000] SERIES 2 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 2 CLASS B SIXTH ISSUER NOTES)
This Series 2 Class B Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 2 Class B Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 2 Class B Sixth
Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000 each, or integral
multiples thereof, or in such other denominations as the Note Trustee shall
determine and notify to the holders of the relevant Series 2 Class B Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class B Sixth Issuer Notes, such Series 2 Class B Sixth Issuer Notes being in
the denomination of U.S.$ ( 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 2 Class B Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
199
PERMANENT FINANCING (NO. 6) PLC
By:............................. Director
By:............................. Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class B Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
200
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
201
FORM OF TRANSFER OF DEFINITIVE SIXTH 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 Sixth Issuer Note
and all rights hereunder, hereby irrevocably constituting and appointing as
attorney to transfer such principal amount of this Series 2 Class B Sixth Issuer
Note in the register maintained by or on behalf of PERMANENT FINANCING (NO. 6)
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 Sixth Issuer Trust
Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
202
PART 6
SERIES 2 CLASS C DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES]
[SERIAL NO.]
- --------------------------------------------------------------------------------
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
U.S.$[34,700,000] SERIES 2 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 2 CLASS C SIXTH ISSUER NOTES)
This Series 2 Class C Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 2 Class C Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 2 Class C Sixth
Issuer Notes in denominations of U.S.$1,000 or U.S.$10,000 each, or integral
multiples thereof, or in such other denominations as the Note Trustee shall
determine and notify to the holders of the relevant Series 2 Class C Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
2 Class C Sixth Issuer Notes, such Series 2 Class C Sixth Issuer Notes being in
the denomination of U.S.$ ( 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 2 Class C Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
203
PERMANENT FINANCING (NO. 6) PLC
By:...............................
Director
By:...............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 2 Class C Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
204
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
205
FORM OF TRANSFER OF DEFINITIVE SIXTH 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 Sixth Issuer
Note and all rights hereunder, hereby irrevocably constituting and
appointing....................as attorney to transfer such principal amount of
this Series 2 Class C Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
206
PART 7
SERIES 3 CLASS A DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [[ISIN:]] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[GBP][1,000,000,000] SERIES 3 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE [SEPTEMBER 2032]
(the SERIES 3 CLASS A SIXTH ISSUER NOTES)
This Series 3 Class A Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 3 Class A Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 3 Class A Sixth
Issuer Notes in denominations of [GBP]1,000 or [GBP]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 Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class A Sixth Issuer Notes, such Series 3 Class A Sixth Issuer Notes being in
the denomination of [GBP] ( pounds sterling) and is/are entitled on the Interest
Payment Date falling in [September 2032] (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
terms and conditions of the Series 3 Class A Sixth Issuer Notes (the CONDITIONS)
endorsed hereon) to the repayment of such principal sum of:
[GBP] ( 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 Sixth 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 Sixth Issuer Note at rates
determined in accordance with the said Conditions payable quarterly, as the case
may be, in arrear on each Interest Payment Date and together with such other
amounts (if any) as may be payable, all subject to and in accordance with the
said Conditions and the provisions of the Sixth Issuer Trust Deed.
207
IN WITNESS WHEREOF this registered Series 3 Class A Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class A Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
208
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
209
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[GBP] ...................... principal amount of this Series 3 Class A Sixth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.......................as attorney to transfer such principal amount
of this Series 3 Class A Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) PLC with full power of substitution.
Signature(s)..............................
Date:.....................................
NOTES:
This form of transfer must be accompanied by such documents, evidence
and information as may be required pursuant to the Sixth Issuer Trust
Deed and the Sixth 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.
3 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
210
PART 8
SERIES 3 CLASS B DEFINITIVE SIXTH ISSUER NOTE
- -------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES] [SERIAL NO.]
- -------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[GBP][35,300,000] SERIES 3 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
(the SERIES 3 CLASS B SIXTH ISSUER NOTES)
This Series 3 Class B Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 3 Class B Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 3 Class B Sixth
Issuer Notes in denominations of [GBP]1,000 or [GBP]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 Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class B Sixth Issuer Notes, such Series 3 Class B Sixth Issuer Notes being in
the denomination of [GBP] ( 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 3 Class B Sixth Issuer
Notes (the CONDITIONS) endorsed hereon) to the repayment of such principal sum
of:
[GBP] ( 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
211
IN WITNESS WHEREOF this registered Series 3 Class B Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class B Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
212
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
213
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[GBP] ............. principal amount of this Series 3 Class B Sixth Issuer Note
and all rights hereunder, hereby irrevocably constituting and
appointing.....................as attorney to transfer such principal amount of
this Series 3 Class B Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) PLC with full power of substitution.
Signature(s).........................
Date:................................
NOTES:
4 This form of transfer must be accompanied by such documents, evidence
and information as may be required pursuant to the Sixth Issuer Trust
Deed and the Sixth 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.
5 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
214
PART 9
SERIES 3 CLASS C DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[GBP][34,200,000] SERIES 3 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 3 CLASS C SIXTH ISSUER NOTES)
This Series 5 Class C Sixth Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 3 Class C Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 3 Class C Sixth
Issuer Notes in denominations of [GBP]1,000/10,000 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.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
3 Class C Sixth Issuer Notes, such Series 3 Class C Sixth Issuer Notes being in
the denomination of [GBP] ( 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 3 Class C
Sixth Issuer Notes (the Conditions) endorsed hereon) to the repayment of such
principal sum of:
[GBP] ( 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
215
IN WITNESS WHEREOF this registered Series 3 Class C Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 3 Class C Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
216
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
217
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[GBP].......... principal amount of this Series 3 Class C Sixth Issuer Note and
all rights hereunder, hereby irrevocably constituting and
appointing..........................as attorney to transfer such principal
amount of this Series 3 Class C Sixth Issuer Note in the register maintained by
or on behalf of PERMANENT FINANCING (NO. 6) PLC with full power of substitution.
Signature(s)...........................
Date:..................................
NOTES:
6 This form of transfer must be accompanied by such documents, evidence
and information as may be required pursuant to the Sixth Issuer Trust
Deed and the Sixth 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.
7 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
218
PART 10
SERIES 4 CLASS A DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[EURO][750,000,000] SERIES 4 CLASS A ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042
(the SERIES 4 CLASS A SIXTH ISSUER NOTES)
This Series 4 Class A Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 4 Class A Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 4 Class A Sixth
Issuer Notes in denominations of [EURO]500,000 each, or integral multiples
thereof, or in such other denominations (which must be higher than
[EURO]500,000) as the Note Trustee shall determine and notify to the holders of
the relevant Series 4 Class A Sixth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class A Sixth Issuer Notes, such Series 4 Class A Sixth Issuer Notes being in
the denomination of [EURO] ( euro) and is/are entitled on the Interest
Payment Date falling in June 2042 (or on such earlier date as the principal sum
hereinafter mentioned may become repayable in accordance with the terms and
conditions of the Series 4 Class A Sixth Issuer Notes (the CONDITIONS) endorsed
hereon) to the repayment of such principal sum of:
[EURO] ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Sixth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in Condition
5(C)) endorsed hereon of this Series 4 Class A Sixth Issuer Note at rates
determined in accordance with the said Conditions payable quarterly, as the case
may be, in arrear on each Interest Payment Date and together with such other
amounts (if any) as may be payable, all subject to and in accordance with the
said Conditions and the provisions of the Sixth Issuer Trust Deed.
219
IN WITNESS WHEREOF this registered Series 4 Class A Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class A Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
220
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
221
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[EURO]............. principal amount of this Series 4 Class A Sixth Issuer Note
and all rights hereunder, hereby irrevocably constituting and
appointing................as attorney to transfer such principal amount of this
Series 4 Class A Sixth Issuer Note in the register maintained by or on behalf of
PERMANENT FINANCING (NO. 6) 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 Sixth
Issuer Trust Deed and the Sixth Issuer Paying Agent and Agent Bank
Agreement (as defined in the Conditions) and must be executed under the
hand of the transferor or, if the transferor is a corporation, either
under its common seal or under the hand of two of its officers duly
authorised in writing and, in such latter case, the document so
authorising such officers must be delivered with this form of transfer.
2. The signature(s) on this form of transfer must correspond with
the name(s) as it/they appear(s) on the face of this Series 4 Class A
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
222
PART 11
SERIES 4 CLASS B DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN:] [SERIES] [SERIAL NO.]
- ------------------------------------- ------------------------------------------
THIS SIXTH 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 SIXTH 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. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[EURO][26,100,000] SERIES 4 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 4 CLASS B SIXTH ISSUER NOTES)
This Series 4 Class B Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 4 Class B Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 4 Class B Sixth
Issuer Notes in denominations of [EURO]500,000 each, or integral multiples
thereof, or in such other denominations (which must be higher than
[EURO]500,000) as the Note Trustee shall determine and notify to the holders of
the relevant Series 4 Class B Sixth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class B Sixth Issuer Notes, such Series 4 Class B Sixth Issuer Notes being in
the denomination of [EURO] ( euro) and is/are
entitled on the Interest Payment Date falling in June 2042 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the terms and conditions of the Series 4 Class B Sixth Issuer
Notes (the CONDITIONS) endorsed hereon) to the repayment of such principal sum
of:
[EURO] ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Sixth 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 Sixth Issuer Note at rates
determined in accordance with the Conditions payable quarterly in arrear on each
Interest Payment Date and together with such other
223
amounts (if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Sixth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Series 4 Class B Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class B Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
224
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
225
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[EURO] .................... principal amount of this Series 4 Class B Sixth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.................. as attorney to transfer such principal amount of
this Series 4 Class B Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) 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 Sixth
Issuer Trust Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
226
PART 12
SERIES 4 CLASS C DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[500,000] [ISIN: ] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[EURO][25,300,000] SERIES 4 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 4 CLASS C SIXTH ISSUER NOTES)
This Series 4 Class C Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 4 Class C Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 4 Class C Sixth
Issuer Notes in denominations of [EURO]500,000 each, or integral multiples
thereof, or in such other denominations (which must be higher than
[EURO]500,000) as the Note Trustee shall determine and notify to the holders of
the relevant Series 4 Class C Sixth Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
4 Class C Sixth Issuer Notes, such Series 4 Class C Sixth Issuer Notes being in
the denomination of [EURO] ( euro) and is/are
entitled on the Interest Payment Date falling in June 2042 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the terms and conditions of the Series 4 Class C Sixth Issuer
Notes (the Conditions) endorsed hereon) to the repayment of such principal sum
of:
[EURO] ( euro)
together with such other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
227
IN WITNESS WHEREOF this registered Series 4 Class C Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 4 Class C Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
228
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
229
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[EURO]................ principal amount of this Series 4 Class C Sixth Issuer
Note and all rights hereunder, hereby irrevocably constituting and
appointing........................as attorney to transfer such principal amount
of this Series 4 Class C Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) 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 Sixth
Issuer Trust Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
230
PART 13
SERIES 5 CLASS A1 DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[GBP][500,000,000] SERIES 5 CLASS A1 ASSET BACKED FIXED-FLOATING RATE SIXTH
ISSUER NOTES DUE JUNE 2042 (the SERIES 5 CLASS A1 SIXTH ISSUER NOTES)
This Series 5 Class A1 Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 5 Class A1 Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5 Class A1 Sixth
Issuer Notes in denominations of [GBP]1,000 or [GBP]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 5 Class A1 Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class A1 Sixth Issuer Notes, such Series 5 Class A1 Sixth Issuer Notes being
in the denomination of [GBP] ( pounds sterling)
and is/are entitled on the Interest Payment Date falling in June 2042 (or on
such earlier date as the principal sum hereinafter mentioned may become
repayable in accordance with the terms and conditions of the Series 5 Class A1
Sixth Issuer Notes (the CONDITIONS endorsed hereon) to the repayment of such
principal sum of:
[GBP] ( 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 Sixth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in Condition
5(C)) endorsed hereon of this Series 5 Class A1 Sixth 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 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 Sixth Issuer Trust Deed.
231
IN WITNESS WHEREOF this registered Series 5 Class A1 Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class A1 Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
232
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
233
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[EURO]................ principal amount of this Series 5 Class A1 Sixth Issuer
Note and all rights hereunder, hereby irrevocably constituting and
appointing.......................as attorney to transfer such principal amount
of this Series 5 Class A1 Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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 A1
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
234
PART 14
SERIES 5 CLASS A2 DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES] [SERIAL NO.]
- -------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[GBP][500,000,000] SERIES 5 CLASS A2 ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 5 CLASS A2 SIXTH ISSUER NOTES)
This Series 5 Class A2 Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 5 Class A2 Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5 Class A2 Sixth
Issuer Notes in denominations of [GBP]1,000 or [GBP]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 5 Class A2 Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class A2 Sixth Issuer Notes, such Series 5 Class A2 Sixth Issuer Notes being
in the denomination of [GBP] ( pounds sterling) and
is/are entitled on the Interest Payment Date falling in June 2042 (or on such
earlier date as the principal sum hereinafter mentioned may become repayable in
accordance with the terms and conditions of the Series 5 Class A2 Sixth Issuer
Notes (the CONDITIONS) endorsed hereon) to the repayment of such principal sum
of:
[GBP] ( 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 Sixth Issuer Trust
Deed.
Interest is payable on the Principal Amount Outstanding (as defined in Condition
5(C)) endorsed hereon of this Series 5 Class A2 Sixth Issuer Note at rates
determined in accordance with the said Conditions payable quarterly, as the case
may be, in arrear on each Interest Payment Date and together with such other
amounts (if any) as may be payable, all subject to and in accordance with the
said Conditions and the provisions of the Sixth Issuer Trust Deed.
235
IN WITNESS WHEREOF this registered Series 5 Class A2 Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class A2 Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
236
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
237
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[GBP]............... principal amount of this Series 5 Class A2 Sixth Issuer
Note and all rights hereunder, hereby irrevocably constituting and
appointing........................as attorney to transfer such principal amount
of this Series 5 Class A2 Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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 A2
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
238
PART 15
SERIES 5 CLASS B DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[GBP][34,800,000] SERIES 5 CLASS B ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 5 CLASS B SIXTH ISSUER NOTES)
This Series 5 Class B Sixth Issuer Note forms one of a series of notes
constituted by a Sixth issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 5 Class B Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5 Class B Sixth
Issuer Notes in denominations of [GBP]1,000 or [GBP]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 5 Class B Sixth
Issuer Notes.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Series
5 Class B Sixth Issuer Notes, such Series 5 Class B Sixth Issuer Notes being in
the denomination of [GBP] ( pounds sterling) and is/are
entitled on the Interest Payment Date falling in June 2042 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the terms and conditions of the Series 5 Class B Sixth Issuer
Notes (the CONDITIONS) endorsed hereon) to the repayment of such principal sum
of:
[GBP] ( 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
239
IN WITNESS WHEREOF this registered Series 5 Class B Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class B Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
240
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
241
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[GBP]...................... principal amount of this Series 5 Class B Sixth
Issuer Note and all rights hereunder, hereby irrevocably constituting and
appointing.....................as attorney to transfer such principal amount of
this Series 5 Class B Sixth Issuer Note in the register maintained by or on
behalf of PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
242
PART 16
SERIES 5 CLASS C DEFINITIVE SIXTH ISSUER NOTE
- --------------------------------------------------------------------------------
[1,000/10,000] [ISIN:] [SERIES] [SERIAL NO.]
- --------------------------------------------------------------------------------
THIS SIXTH 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 SIXTH 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.
THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER,
DIRECTLY OR INDIRECTLY, TO INDIVIDUALS OR LEGAL ENTITIES WHO ARE ESTABLISHED,
DOMICILED OR HAVE THEIR RESIDENCE IN THE NETHERLANDS ("DUTCH RESIDENTS") OTHER
THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION
REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM
1992 THAT TRADE OR INVEST IN SECURITIES IN THE CONDUCT OF A BUSINESS OR
PROFESSION ("PMPS") AND THAT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) FOR
THEIR OWN ACCOUNT OF FOR THE ACCOUNT OF ANOTHER PMP.
EACH DUTCH RESIDENT BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN), WILL BE
DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS
SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
ANOTHER PMP.
EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE (OR
ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE
BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR DELIVERED TO DUTCH RESIDENTS OTHER THAN TO A PMP
ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PMP AND THAT (2) THE
HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY
SUBSEQUENT TRANSFEREE.
PERMANENT FINANCING (NO. 6) PLC
(Incorporated with limited liability in England with registered number 5232464)
[GBP][33,700,000] SERIES 5 CLASS C ASSET BACKED FLOATING RATE SIXTH ISSUER
NOTES DUE JUNE 2042 (the SERIES 5 CLASS C SIXTH ISSUER NOTES)
This Series 5 Class C Sixth Issuer Note forms one of a series of notes
constituted by a second issuer trust deed (the SIXTH ISSUER TRUST DEED) dated
[_], 2004 made between PERMANENT FINANCING (NO. 6) PLC (the SIXTH ISSUER) and
THE BANK OF NEW YORK, as trustee for the holders of the Series 5 Class C Sixth
Issuer Notes (the NOTE TRUSTEE) and issued as registered Series 5 Class C Sixth
Issuer Notes in denominations of [GBP]1,000/10,000 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 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 Sixth Issuer Notes, such Series 5 Class C Sixth Issuer Notes being in
the denomination of [GBP] ( pounds sterling) and
is/are entitled on the Interest Payment Date falling in June 2042 (or on such
earlier date as the principal sum hereinafter mentioned may become repayable in
accordance with the terms and conditions of the Series 5 Class C Sixth Issuer
Notes (the Conditions) endorsed hereon) to the repayment of such principal sum
of:
[GBP] ( 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed.
243
IN WITNESS WHEREOF this registered Series 5 Class C Sixth Issuer Note has been
executed on behalf of the Sixth Issuer.
PERMANENT FINANCING (NO. 6) PLC
By:...................................
Director
By:...................................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Series 5 Class C Sixth Issuer Note is duly authenticated without recourse,
warranty or liability.
.......................................
Duly authorised
for and on behalf of
CITIBANK, N.A.
as Registrar
244
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
245
FORM OF TRANSFER OF DEFINITIVE SIXTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[GBP]......... principal amount of this Series 5 Class C Sixth Issuer Note and
all rights hereunder, hereby irrevocably constituting and
appointing..............as attorney to transfer such principal amount of this
Series 5 Class C Sixth Issuer Note in the register maintained by or on behalf of
PERMANENT FINANCING (NO. 6) 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 Sixth Issuer Trust
Deed and the Sixth 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
Sixth Issuer Note in every particular, without alteration or
enlargement or any change whatever.
246
SCHEDULE 3
TERMS AND CONDITIONS OF THE SIXTH ISSUER NOTES
TERMS AND CONDITIONS OF THE ISSUER NOTES
The following are the Terms and Conditions (the CONDITIONS and any reference to
a CONDITION shall be construed accordingly) of the Sixth Issuer Notes in the
form (subject to amendment) in which they will be set out in the Sixth Issuer
Trust Deed (as defined below).
The Sixth Issuer Notes, as more fully defined in Condition 17 below, of
Permanent Financing (No. 6) PLC (the SIXTH ISSUER) are constituted by a trust
deed (the SIXTH ISSUER TRUST DEED, which expression includes such trust deed as
from time to time modified in accordance with the provisions therein contained
and any deed or other document expressed to be supplemental thereto as from time
to time so modified) dated [_], 2004 (the CLOSING DATE) and made between the
Sixth Issuer and The Bank of New York (in this capacity, the NOTE TRUSTEE, which
expression includes its successors or any further or other note trustee under
the Sixth Issuer Trust Deed) as trustee for the Sixth Issuer Noteholders (as
defined in Condition 17).
The security for the Sixth Issuer Notes is created pursuant to, and on the terms
set out in, a deed of charge dated on or about the Closing Date (the SIXTH
ISSUER DEED OF CHARGE, which expression includes such deed of charge as from
time to time modified in accordance with the provisions therein contained and
any deed or other document expressed to be supplemental thereto as from time to
time so modified) dated on or about the Closing Date and made between, inter
alios, the Sixth Issuer and The Bank of New York (in this capacity, the SECURITY
TRUSTEE, which expression includes its successors or any other security trustee
under the Sixth Issuer Deed of Charge).
By a paying agent and agent bank agreement dated on or about the Closing Date
(the SIXTH ISSUER PAYING AGENT AND AGENT BANK AGREEMENT, which expression
includes such paying agent and agent bank agreement as from time to time
modified in accordance with the provisions contained therein and any agreement,
deed or other document expressed to be supplemental thereto as from time to time
so modified) and made between the Sixth Issuer, the Note Trustee, Citibank,
N.A., London Branch, as principal paying agent in the United Kingdom (the
PRINCIPAL PAYING AGENT) and as agent bank (the AGENT BANK), Citibank, N.A.,
acting through its New York office as paying agent in the United States of
America (the US PAYING AGENT together with the Principal Paying Agent and any
further or other paying agents for the time being appointed under the Sixth
Issuer Paying Agent and Agent Bank Agreement, the PAYING AGENTS) and Citibank,
N.A., as registrar (the REGISTRAR) and as transfer agent (the TRANSFER AGENT),
provision is made for, inter alia, the payment of principal and interest in
respect of the Sixth Issuer Notes. Certain statements in these Conditions
include summaries of, and are subject to, the detailed provisions of the Sixth
Issuer Trust Deed, the Sixth Issuer Deed of Charge and the Sixth Issuer Paying
Agent and Agent Bank Agreement. The Sixth Issuer Notes are also subject to the
Sixth Issuer Dollar Currency Swap Agreements, the Sixth Issuer Euro Currency
Swap Agreements or the Sixth Issuer Interest Rate Swap Agreement (each as
defined in Condition 17).
Copies of the Sixth Issuer Trust Deed, the Sixth Issuer Deed of Charge, the
Sixth Issuer Paying Agent and Agent Bank Agreement, an amended and restated
master definitions and construction schedule signed by the parties to the
Transaction Documents dated on or about the Closing Date and the Sixth Issuer
master definitions and construction schedule dated on or about the Closing Date,
signed for identification purposes by Allen & Overy LLP and Sidley Austin Brown
& Wood (together, the MASTER DEFINITIONS AND CONSTRUCTION SCHEDULES) and each of
the other Sixth Issuer Transaction Documents are available for inspection at the
head office for the time being of (i) the Principal Paying
247
Agent, being at the date hereof 5 Carmelite Street, London EC4Y OPA and (ii) the
US Paying Agent, being at the date hereof 14th Floor, Zone 3, 111 Wall Street,
New York, New York 10043. The Sixth Issuer Noteholders are entitled to the
benefit of, are bound by, and are deemed to have notice of, all the provisions
of, and definitions contained in, the Sixth Issuer Trust Deed, the Sixth Issuer
Deed of Charge, the Sixth Issuer Intercompany Loan Agreement, the Funding 1 Deed
of Charge, the Sixth Issuer Cash Management Agreement, the Sixth Issuer Paying
Agent and Agent Bank Agreement, the Sixth Issuer Swap Agreements and the other
Sixth Issuer Transaction Documents.
Capitalised terms used and not otherwise defined in these Conditions shall bear
the meanings given to them in the Master Definitions and Construction Schedules,
which may be obtained and inspected as described above.
The issue of the Sixth Issuer Notes was authorised by a resolution of the Board
of Directors of the Sixth Issuer passed on [_], 2004.
1. FORM, DENOMINATION AND TITLE
(A) FORM AND DENOMINATION
The Dollar Sixth Issuer Notes will initially be offered and sold pursuant to a
registration statement filed with the United States Securities and Exchange
Commission. Each class of the Dollar Sixth Issuer Notes will initially be
represented by a separate global note in registered form (the SERIES 1 CLASS A
GLOBAL SIXTH ISSUER NOTE, the SERIES 1 CLASS B GLOBAL SIXTH ISSUER NOTE, the
SERIES 1 CLASS C GLOBAL SIXTH ISSUER NOTE, the SERIES 2 CLASS A GLOBAL SIXTH
ISSUER NOTE, the SERIES 2 CLASS B GLOBAL SIXTH ISSUER NOTE and the SERIES 2
CLASS C GLOBAL SIXTH ISSUER NOTE together, the DOLLAR GLOBAL SIXTH ISSUER
NOTES), in each case without coupons or talons attached and which, in aggregate,
will represent the aggregate Principal Amount Outstanding from time to time of
the Dollar Sixth Issuer Notes. The Dollar Global Sixth Issuer Notes will be
deposited with Citibank, N.A., as custodian for, and registered in the name of a
nominee of, The Depository Trust Company (DTC).
The Reg S Sixth Issuer Notes will initially be offered and sold outside the
United States to non-US persons pursuant to Regulation S (REG S) under the
United States Securities Act of 1933, as amended (the SECURITIES ACT).
Each class of the Reg S Sixth Issuer Notes (other than the Series 3 Class A
Sixth Issuer Notes) will initially be represented by a separate global note in
registered form (the SERIES 4 CLASS A GLOBAL SIXTH ISSUER NOTE, the SERIES 4
CLASS B GLOBAL SIXTH ISSUER NOTE, and the SERIES 4 CLASS C GLOBAL SIXTH ISSUER
Note, together, the EURO GLOBAL SIXTH ISSUER NOTES; and the SERIES 3 CLASS B
GLOBAL SIXTH ISSUER NOTES, the SERIES 3 CLASS C GLOBAL SIXTH ISSUER NOTE, the
SERIES 5 CLASS A1 GLOBAL SIXTH ISSUER NOTE, the SERIES 5 CLASS A2 GLOBAL SIXTH
ISSUER NOTE, the SERIES 5 CLASS B GLOBAL SIXTH ISSUER NOTE and the SERIES 5
CLASS C GLOBAL SIXTH ISSUER NOTE, together, the STERLING GLOBAL SIXTH ISSUER
NOTES; and, together with the Euro Global Sixth Issuer Notes, the REG S GLOBAL
SIXTH ISSUER NOTES), in each case without coupons or talons attached and which,
in aggregate and together with the Series 3 Class A Sixth Issuer Notes, will
represent the aggregate Principal Amount Outstanding from time to time of the
Reg S Sixth Issuer Notes. The Reg S Global Sixth Issuer Notes will be deposited
with Citibank, N.A., London Branch as common depositary for, and registered in
the name of a nominee of, Citibank, N.A., London Branch as common depositary for
Clearstream Banking, societe anonyme (CLEARSTREAM, LUXEMBOURG) and Euroclear
Bank S.A./ N.V., as operator of the Euroclear System (EUROCLEAR).
The Dollar Global Sixth Issuer Notes and the Reg S Global Sixth Issuer Notes are
collectively referred to herein as the GLOBAL SIXTH ISSUER NOTES.
248
For so long as any Sixth Issuer Notes (other than the Series 3 Class A Sixth
Issuer Notes) are represented by a Global Sixth Issuer Note, transfers and
exchanges of beneficial interests in such Global Sixth Issuer Notes and
entitlement to payments thereunder will be effected subject to and in accordance
with the rules and procedures from time to time of DTC, in the case of the
Dollar Global Sixth Issuer Notes, and Euroclear and/or Clearstream, Luxembourg
in the case of the Reg S Global Sixth Issuer Notes.
The Series 3 Class A Sixth Issuer Notes will be issued on the Closing Date in
definitive registered form. A Global Sixth Issuer Note will be exchanged for
Sixth Issuer Notes of the relevant series and class in definitive registered
form (such exchanged Global Sixth Issuer Notes, together with the Series 3 Class
A Sixth Issuer Notes, the DEFINITIVE SIXTH ISSUER NOTES) only if any of the
following applies:
(i) (in the case of Dollar Global Sixth Issuer Notes) DTC has notified the
Sixth Issuer that it is at any time unwilling or unable to continue as
holder of such Global Sixth Issuer Notes or is at any time unwilling
or unable to continue as, or has ceased 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 Sixth Issuer within 90 days of such notification or
(in the case of the Reg S Global Sixth 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; 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
in the application of such laws or regulations, which becomes
effective on or after the Closing Date, the Sixth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Sixth Issuer Notes which would not be
required were the Sixth Issuer Notes in definitive registered form.
If Definitive Sixth Issuer Notes are issued, the beneficial interests
represented by the Dollar Global Sixth Issuer Notes of each series and class and
by the Reg S Global Sixth Issuer Notes of each series and class shall be
exchanged by the Sixth Issuer for Sixth Issuer Notes of such series and classes
in definitive form (the DOLLAR DEFINITIVE SIXTH ISSUER NOTES and REG S
DEFINITIVE SIXTH ISSUER NOTES respectively). The aggregate principal amount of
the Dollar Definitive Sixth Issuer Notes and the Reg S Definitive Sixth Issuer
Notes shall be equal to the Principal Amount Outstanding at the date on which
notice of exchange is given of the corresponding Dollar Global Sixth Issuer
Notes of each series and class and the corresponding Reg S Global Sixth Issuer
Notes of each series and class, respectively, subject to and in accordance with
the detailed provisions of these Conditions, the Sixth Issuer Paying Agent and
Agent Bank Agreement, the Sixth Issuer Trust Deed and the relevant Global Sixth
Issuer Note.
Definitive Sixth Issuer Notes of each class (which, if issued, will be in the
denominations set out below) will be serially numbered and will be issued in
registered form only.
The denominations of the Sixth Issuer Notes in global and (if issued) definitive
form will be as follows:
* Dollar Sixth Issuer Notes: $1,000 and $10,000, and integral multiples of
each thereof;
* Euro Sixth Issuer Notes: [EURO]500,000, plus integral multiples of
[EURO]1,000; and
249
* Sterling Sixth Issuer Notes: [GBP]1,000 and [GBP]10,000, and integral
multiples of each thereof,
and in such other denominations (which, in respect of the Euro Sixth Issuer
Notes, must be higher than [EURO]500,000) as the Note Trustee shall determine
and notify to the relevant Sixth Issuer Noteholders.
References to Sixth Issuer Notes shall include the Global Sixth Issuer Notes and
the Definitive Sixth Issuer Notes.
(B) Title
Title to the Global Sixth Issuer Notes shall pass by and upon registration in
the register (the REGISTER) which the Sixth Issuer shall procure to be kept by
the Registrar. The registered holder of any Global Sixth Issuer Note may (to the
fullest extent permitted by applicable laws) be deemed and treated at all times,
by all persons and for all purposes (including the making of any payments), as
the absolute owner of such Global Sixth Issuer Note regardless of any notice of
ownership, theft or loss of any trust or other interest therein or of any
writing thereon (other than the endorsed form of transfer).
Title to a Definitive Sixth Issuer Note shall only pass by and upon registration
in the Register. Such Definitive Sixth Issuer Notes may be transferred in whole
(but not in part) upon the surrender of the relevant Definitive Sixth Issuer
Note, with the form of transfer endorsed on it duly completed and executed, at
the specified office of the Registrar or the Transfer Agent. All transfers of
such Definitive Sixth Issuer Notes are subject to any restrictions on transfer
set forth on such Definitive Sixth Issuer Notes and the detailed regulations
concerning transfers in the Sixth Issuer Paying Agent and Agent Bank Agreement.
Each new Definitive Sixth Issuer Note to be issued upon transfer of such
Definitive Sixth Issuer Note will, within five Business Days of receipt and
surrender of such Definitive Sixth Issuer Note (duly completed and executed) for
transfer, be available for delivery to the specified office of the Registrar or
be mailed at the risk of the transferee entitled to such Definitive Sixth Issuer
Note to such address as may be specified in the relevant form of transfer.
Registration of a Definitive Sixth Issuer Note on transfer will be effected
without charge by the Registrar, but subject to payment of (or the giving of
such indemnity as the Registrar may require for) any tax or other government
charges which may be imposed in relation to it.
The Sixth Issuer Notes are not issuable in bearer form.
2. STATUS, SECURITY AND PRIORITY
(A) STATUS OF THE CLASS A SIXTH ISSUER NOTES
The Series 1 Class A Sixth Issuer Notes, the Series 2 Class A Sixth Issuer
Notes, the Series 3 Class A Sixth Issuer Notes, the Series 4 Class A Sixth
Issuer Notes and the Series 5 Class A Sixth Issuer Notes (together, the CLASS A
SIXTH ISSUER NOTES) constitute direct, secured and unconditional obligations of
the Sixth Issuer and are secured by the same security that secures the Class B
Sixth Issuer Notes (as defined below) and the Class C Sixth Issuer Notes (as
defined below). Subject to the provisions of Condition 5 below, the Class A
Sixth Issuer Notes rank, irrespective of series, pari passu without preference
or priority amongst themselves. Subject to the provisions of Condition 5 below
and subject to the relevant scheduled and permitted redemption dates or other
payment conditions of the Sixth Issuer Notes set out in the Sixth Issuer Cash
Management Agreement, the Sixth Issuer Deed of Charge, the Funding 1 Deed of
Charge and the other Sixth Issuer Transaction Documents, payments of principal
and interest on the Class A Sixth Issuer Notes will be senior to payments of
principal and interest on the Class B Sixth Issuer Notes and the Class C Sixth
Issuer Notes.
250
(B) STATUS OF THE CLASS B SIXTH ISSUER NOTES
The Series 1 Class B Sixth Issuer Notes, the Series 2 Class B Sixth Issuer
Notes, the Series 3 Class B Sixth Issuer Notes, the Series 4 Class B Sixth
Issuer Notes and the Series 5 Class B Sixth Issuer Notes (together, the CLASS B
SIXTH ISSUER NOTES) constitute direct, secured and unconditional obligations of
the Sixth Issuer and are secured by the same security that secures the Class A
Sixth Issuer Notes and the Class C Sixth Issuer Notes. The Class B Sixth Issuer
Notes rank, irrespective of series, pari passu without preference or priority
amongst themselves. Subject to the provisions of Condition 5 below and subject
to the relevant scheduled and permitted redemption dates or other payment
conditions of the Sixth Issuer Notes set out in the Sixth Issuer Cash Management
Agreement, the Sixth Issuer Deed of Charge, the Funding 1 Deed of Charge and the
other Sixth Issuer Transaction Documents, payments of principal and interest on
the Class B Sixth Issuer Notes are subordinated to payments of principal and
interest on the Class A Sixth Issuer Notes and will be senior to payments of
principal and interest on the Class C Sixth Issuer Notes.
(C) STATUS OF THE CLASS C SIXTH ISSUER NOTES
The Series 1 Class C Sixth Issuer Notes, the Series 2 Class C Sixth Issuer
Notes, the Series 3 Class C Sixth Issuer Notes, the Series 4 Class C Sixth
Issuer Notes and the Series 5 Class C Sixth Issuer Notes (together, the CLASS C
SIXTH ISSUER NOTES) constitute direct, secured and unconditional obligations of
the Sixth Issuer and are secured by the same security that secures the Class A
Sixth Issuer Notes and the Class B Sixth Issuer Notes. The Class C Sixth Issuer
Notes rank, irrespective of series, pari passu without preference or priority
amongst themselves. Subject to the provisions of Condition 5 below and subject
to the relevant scheduled and permitted redemption dates or other payment
conditions of the Sixth Issuer Notes set out in the Sixth Issuer Cash Management
Agreement, the Sixth Issuer Deed of Charge, the Funding 1 Deed of Charge and the
other Sixth Issuer Transaction Documents, payments of principal and interest on
the Class C Sixth Issuer Notes are subordinated to payments of principal and
interest on the Class A Sixth Issuer Notes and the Class B Sixth Issuer Notes.
(D) CONFLICT BETWEEN THE CLASSES OF SIXTH ISSUER NOTES
Each of the Sixth Issuer Trust Deed and the Sixth Issuer Deed of Charge contains
provisions requiring the Note Trustee and the Security Trustee to have regard to
the interests of the Class A Sixth Issuer Noteholders, the Class B Sixth Issuer
Noteholders and the Class C Sixth Issuer Noteholders equally as regards all
powers, trusts, authorities, duties and discretions of the Note Trustee and the
Security Trustee (except where expressly provided otherwise), but requiring the
Note Trustee and the Security Trustee to have regard (a) (for so long as there
are any Class A Sixth Issuer Notes Outstanding (as that term is defined in the
Sixth Issuer Trust Deed)) only to the interests of the Class A Sixth Issuer
Noteholders if, in the Note Trustee's or the Security Trustee's sole opinion (as
the case may be), there is or may be a conflict between the interests of the
Class A Sixth Issuer Noteholders and the interests of the Class B Sixth Issuer
Noteholders and/or the interests of the Class C Sixth Issuer Noteholders, (b)
(once all the Class A Sixth Issuer Notes have been redeemed and for so long as
there are any Class B Sixth Issuer Notes Outstanding (as that term is defined in
the Sixth Issuer Trust Deed)) only to the interests of the Class B Sixth Issuer
Noteholders if, in the Note Trustee's or the Security Trustee's sole opinion (as
the case may be), there is or may be a conflict between the interests of the
Class B Sixth Issuer Noteholders and the interests of the Class C Sixth Issuer
Noteholders. Except where expressly provided otherwise, so long as any of the
Sixth Issuer Notes remain outstanding, the Security Trustee is not required to
have regard to the interests of any other persons (other than the class or
classes of Noteholder described above) entitled to the benefit of the Sixth
Issuer Security.
The Sixth Issuer Trust Deed and the Sixth Issuer Deed of Charge each contain
provisions limiting the powers of the Class B Sixth Issuer Noteholders and the
Class C Sixth Issuer Noteholders, inter alia, to request or direct the Note
Trustee or the Security Trustee to take any action or to pass an effective
Extraordinary Resolution (as defined in the Sixth Issuer Trust Deed) according
to the effect thereof on
251
the interests of the Class A Sixth Issuer Noteholders. Except in certain
circumstances set out in Condition 11, the Sixth Issuer Trust Deed and the Sixth
Issuer Deed of Charge contain no such limitation on the powers of the Class A
Sixth Issuer Noteholders, the exercise of which will be binding on the Class B
Sixth Issuer Noteholders and the Class C Sixth Issuer Noteholders respectively,
irrespective of the effect thereof on their interests.
The Sixth Issuer Trust Deed and the Sixth Issuer Deed of Charge each also
contain provisions limiting the powers of the Class C Sixth Issuer Noteholders,
inter alia, to request or direct the Note Trustee or the Security Trustee to
take any action or to pass an effective Extraordinary Resolution according to
the effect thereof on the interests of the Class B Sixth Issuer Noteholders.
Except in certain circumstances set out in Condition 11, the Sixth Issuer Trust
Deed and the Sixth Issuer Deed of Charge contain no such limitation on the
powers of the Class B Sixth Issuer Noteholders, the exercise of which will be
binding on the Class C Sixth Issuer Noteholders respectively, irrespective of
the effect thereof on their interests.
The Sixth Issuer Trust Deed and Condition 11 below also contain provisions
regarding the resolution of disputes between the holders of the Class A Sixth
Issuer Noteholders; between the Class B Sixth Issuer Noteholders and between the
Class C Sixth Issuer Noteholders.
The Note Trustee and the Security Trustee shall each be entitled to assume, for
the purpose of exercising any right, power, trust, authority, duty or discretion
under or in relation to these Conditions or any of the Transaction Documents,
without further investigation or inquiry, that such exercise will not be
materially prejudicial to the interests of the Sixth Issuer Noteholders (or any
series and/or class thereof) if each of the Rating Agencies has confirmed in
writing that the then current ratings of the applicable series and/or class or
classes of Sixth Issuer Notes would not be adversely affected by such exercise.
(E) SECURITY
As security for, inter alia, the payment of all monies payable in respect of the
Sixth Issuer Notes, the Sixth Issuer has entered into the Sixth Issuer Deed of
Charge creating, inter alia, the following security interests (the SIXTH ISSUER
SECURITY) in favour of the Security Trustee for itself and on trust for the
other persons to whom secured amounts are outstanding (the SIXTH ISSUER SECURED
CREDITORS):
(i) an assignment by way of first fixed security of all of the Sixth
Issuer's right, benefit and interest under those Sixth Issuer
Transaction Documents to which the Sixth Issuer is a party, including:
(a) a loan agreement between the Sixth Issuer, the Security Trustee
and Permanent Funding (No. 1) Limited (FUNDING 1) dated on or
about the Closing Date (as may be amended, supplemented or
novated from time to time, the SIXTH ISSUER INTERCOMPANY LOAN
AGREEMENT);
(b) a deed of charge between, inter alios, the Security Trustee, the
First Issuer and Funding 1 dated 14th June, 2002 as supplemented
by a first deed of accession between, inter alios, the Security
Trustee, the Second Issuer and Funding 1 dated 6th March, 2003, a
second deed of accession between, inter alios, the Security
Trustee, the Third Issuer and Funding 1 dated 25th November,
2003, a third deed of accession between, inter alios, the
Security Trustee, the Fourth Issuer and Funding 1 dated 12th
March, 2004, a fourth deed of accession between, inter alios, the
Security Trustee, the Fifth Issuer and Funding 1 dated 22nd July,
2004 and a fifth deed of accession between, inter alios, the
Security Trustee, the Sixth Issuer and Funding 1 dated on or
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about the Closing Date (as may be amended, supplemented or
novated from time to time, the FUNDING 1 DEED OF CHARGE);
(c) a second supplemental deed of charge between, inter alios,
Funding 1, the Security Trustee and the Sixth Issuer dated on or
about the Closing Date;
(d) the Sixth Issuer Dollar Currency Swap Agreements (as defined in
Condition 17 below) in relation to each class of, respectively,
the Dollar Sixth Issuer Notes;
(e) the Sixth Issuer Euro Currency Swap Agreements (as defined in
Condition 17 below) in relation to each class of the Euro Sixth
Issuer Notes;
(f) the Sixth Issuer Interest Rate Swap Agreement (as defined in
Condition 17 below) in relation to the Series 5 Class A1 Sixth
Issuer Notes;
(g) the Sixth Issuer Paying Agent and Agent Bank Agreement;
(h) an underwriting agreement in relation to the Dollar Sixth Issuer
Notes (the SIXTH ISSUER UNDERWRITING AGREEMENT) and the Sixth
Issuer Subscription Agreements;
(i) a corporate services agreement entered into on or about the
Closing Date between, inter alios, Structured Finance Management
Limited and the Sixth Issuer (as may be amended, supplemented or
novated from time to time, the SIXTH ISSUER CORPORATE SERVICES
AGREEMENT);
(j) a bank account agreement entered into on or about the Closing
Date between, inter alios, the Sixth Issuer, Bank of Scotland (in
its capacity as account bank, the SIXTH ISSUER ACCOUNT BANK) and
Halifax plc (in its capacity as cash manager, the SIXTH ISSUER
CASH MANAGER) (as may be amended, supplemented or novated from
time to time, the SIXTH ISSUER BANK ACCOUNT AGREEMENT);
(k) a cash management agreement entered into on or about the Closing
Date between, inter alios, the Sixth Issuer Cash Manager and the
Security Trustee (as may be amended, supplemented or novated from
time to time, the SIXTH ISSUER CASH MANAGEMENT AGREEMENT); and
(l) the Sixth Issuer Trust Deed,
and such other documents as are expressed to be subject to the
security interests created under the Sixth Issuer Deed of Charge;
(ii) a first ranking fixed charge (which may take effect as a floating
charge) over all of the Sixth Issuer's right, title, interest and
benefit, present and future, in and to the Sixth Issuer Transaction
Account and any amounts deposited from time to time therein (which
security interests may take effect as a floating charge and thus the
expenses of any liquidation or administration, the claims of certain
preferential creditors and the beneficiaries of the prescribed part
(if any) will be paid out of the proceeds of enforcement of the
floating charge ahead of amounts due to Noteholders);
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(iii) a first ranking fixed charge (which may take effect as a floating
charge) over all of the Sixth Issuer's right, title, interest and
benefit in and to all Authorised Investments (as defined in Condition
17 below) made by or on behalf of the Sixth Issuer from time to time
in accordance with the relevant Sixth Issuer Transaction Documents,
including all monies, income and proceeds payable thereunder (which
security interests may take effect as a floating charge and thus the
expenses of any liquidation or administration, the claims of certain
preferential creditors and the beneficiaries of the prescribed part
(if any) will be paid out of the proceeds of enforcement of the
floating charge ahead of amounts due to Noteholders); and
(iv) a first floating charge over the whole of the undertakings, property
and assets, present and future of the Sixth Issuer not already subject
to any fixed charge or assignment as described in (i), (ii) and (iii)
above, but extending over all of the Sixth Issuer's undertakings,
property and assets as are situated in Scotland or governed by Scots
law,
all as more particularly set out in the Sixth Issuer Deed of Charge.
3. COVENANTS
Save with the prior written consent of the Security Trustee or as provided in or
envisaged by these Conditions or any of the Sixth Issuer Transaction Documents,
the Sixth Issuer shall not, so long as any Sixth Issuer Note remains
outstanding:
(A) NEGATIVE PLEDGE
create or permit to subsist any mortgage, standard security, pledge,
lien, charge or other security interest whatsoever (unless arising by
operation of law) upon the whole or any part of its assets (including
any uncalled capital) or its undertakings, present or future;
(B) DISPOSAL OF ASSETS
transfer, sell, assign, lend, part with or otherwise dispose of, or
deal with, or grant any option or present or future right to acquire
any of its assets or undertakings or any interest, estate, right, title
or benefit therein or thereto or agree or attempt or purport to do so;
(C) EQUITABLE INTEREST
permit any person, other than itself and the Security Trustee, to have
any equitable or beneficial interest in any of its assets or
undertakings or any interest, estate, right, title or benefit therein;
(D) BANK ACCOUNTS
have an interest in any bank account, other than the bank accounts
maintained pursuant to the Sixth Issuer Bank Account Agreement or the
Sixth Issuer Cash Management Agreement;
(E) RESTRICTIONS ON ACTIVITIES
carry on any business other than as described in the Prospectus dated
[_], 2004 relating to the issue of the Sixth Issuer Notes and the
related activities described therein or as contemplated in the
Transaction Documents relating to the issue of the Sixth Issuer Notes
and the making of the loan under the Sixth Issuer Intercompany Loan
Agreement;
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(F) BORROWINGS
incur any indebtedness in respect of borrowed money whatsoever or give
any guarantee or indemnity in respect of any indebtedness or
obligation of any person;
(G) MERGER
consolidate or merge with any other person or convey or
transfer its properties or assets substantially as an entirety to
any other person;
(H) OTHER
permit the validity or effectiveness of any of the Sixth Issuer Trust
Deed or the Sixth Issuer Deed of Charge or the priority of the security
interests created thereby to be amended, terminated, postponed or
discharged, or permit any other person whose obligations form part of
the Sixth Issuer Security to be released from such obligations;
(I) EMPLOYEES OR PREMISES
have any employees or premises or subsidiaries;
(J) DIVIDENDS AND DISTRIBUTIONS
pay any dividend or make any other distribution to its shareholders or
issue any further shares or alter any rights attaching to its shares at
the date of the Sixth Issuer Deed of Charge;
(K) PURCHASE SIXTH ISSUER NOTES
purchase or otherwise acquire any Sixth Issuer Notes; or
(L) US ACTIVITIES
engage in any activities in the United States (directly or through
agents), or derive any income from United States sources as determined
under United States income tax principles, or hold any property if
doing so would cause it to be engaged in a trade or business within the
United States as determined under United States income tax principles.
4. INTEREST
(A) PERIOD OF ACCRUAL
Each Sixth Issuer Note bears interest on its Principal Amount Outstanding from
(and including) the Closing Date. Each Sixth Issuer Note (or, in the case of
redemption in part only of a Sixth Issuer Note, that part only of such Sixth
Issuer Note) shall cease to bear interest from its due date for redemption
unless payment of the relevant amount of principal or any part thereof is
improperly withheld or refused. In such event, interest will continue to accrue
on such unpaid amount (before as well as after any judgment) at the rate
applicable to such Sixth Issuer Note up to (but excluding) the date on which
payment in full of the relevant amount of principal is made, or (if earlier) the
seventh day after notice is duly given by the Principal Paying Agent or the US
Paying Agent, as the case may be, to the holder thereof (either in accordance
with Condition 14 or individually) that such payment will be made, provided
that, subsequently, payment is in fact made.
Whenever it is necessary to compute an amount of interest in respect of the
Sixth Issuer Notes for any period (including any Interest Period (as defined
below)), such interest shall be calculated:
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(i) in respect of the Dollar Sixth Issuer Notes and the Euro Sixth Issuer
Notes, on the basis of actual days elapsed in a 360 day year;
(ii) in respect of the Sterling Sixth Issuer Notes (other than the Series
5 Class A1 Sixth Issuer Notes), on the basis of actual days elapsed in
a 365 day year; and
(iii) in respect of the Series 5 Class A1 Sixth Issuer Notes, up to and
including the Interest Payment Date falling in June 2009 on the basis
of Rule 251 of the statutes, bylaws, rules and recommendations of the
International Securities Market Association (ISMA), as published in
April 1999 (actual/actual), and thereafter on the basis of actual days
elapsed in a 365 day year.
(B) INTEREST PAYMENT DATES AND INTEREST PERIODS
Interest on the Sixth Issuer Notes (other than the Series 1 Class A Sixth Issuer
Notes and the Series 5 Class A1 Sixth Issuer Notes) is payable quarterly in
arrear on the 10th day of March, June, September and December in each year (or,
if such day is not a Business Day, the next succeeding Business Day) (each such
day a QUARTERLY INTEREST PAYMENT DATE).
Interest on the Series 1 Class A Sixth Issuer Notes is payable monthly in arrear
on the 10th day of each consecutive month (or, if such day is not a Business
Day; the next succeeding Business Day), until the earliest of (i) the Quarterly
Interest Payment Date immediately following the occurrence of a Trigger Event
and (ii) the Quarterly Interest Payment Date immediately following the
enforcement of the Sixth Issuer Security in accordance with the Sixth Issuer
Deed of Charge, and thereafter is payable quarterly in arrear on the 10th day of
March, June, September and December in each year (or if such day is not a
Business Day, the next succeeding Business Day) (each such day a SERIES 1 CLASS
A INTEREST PAYMENT DATE).
Interest on the Series 5 Class A1 Sixth Issuer Notes is payable semi-annually in
arrear on the 10th day of June and December in each year (or, if such day is not
a Business Day, the next succeeding Business Day) until the earliest of (i) the
10th day of [December 2009] (or if such day is not a Business Day, the next
succeeding Business Day), (ii) the Quarterly Interest Payment Date immediately
following the occurrence of a Trigger Event and (iii) the Quarterly Interest
Payment Date immediately following the enforcement of the Sixth Issuer Security
in accordance with the Sixth Issuer Deed of Charge, and thereafter is payable
quarterly in arrear on the 10th day of March, June, September and December in
each year (or, if such day is not a Business Day, the next succeeding Business
Day) (each such day a SERIES 5 CLASS A1 INTEREST PAYMENT DATE).
INTEREST PAYMENT DATE means, as applicable, a Quarterly Interest Payment Date
and/or a Series 1 Class A Interest Payment Date and/or a Series 5 Class A1
Interest Payment Date.
The first Interest Payment Date will be the 10th day of December 2004.
In these Conditions, INTEREST PERIOD shall mean:
(i) in respect of interest payments made in respect of the Sixth Issuer
Notes (other than the Series 1 Class A Sixth Issuer Notes and the
Series 5 Class A1 Sixth Issuer Notes), the period from (and including)
a Quarterly Interest Payment Date (or in respect of the first Interest
Period, the Closing Date) to (but excluding) the next following (or
first) Quarterly Interest Payment Date;
(ii) in respect of the Series 1 Class A Sixth Issuer Notes, the period
from (and including) a Series 1 Class A Interest
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Payment Date (or in respect of the first interest period, the Closing
Date) to (but excluding) the next following (or first) Series 1 Class
A Interest Payment Date, except that following the occurrence of a
Trigger Event or the enforcement of the Sixth Issuer Security in
accordance with the Sixth Issuer Deed of Charge, the Interest Period
for the Series 1 Class A Sixth Issuer Notes will be the quarterly
period from (and including) the immediately preceding Quarterly
Interest Payment Date to (but excluding) the 10th day of the then next
to occur of, March, June, September or December (or, if such day is
not a Business Day, the next succeeding Business Day) and thereafter
will be the quarterly period from (and including) the 10th day of
March, June, September and December to (but excluding) the next
following 10th day of March, June, September or December; and
(iii) in respect of the Series 5 Class A1 Sixth Issuer Notes, the period
from (and including) the Closing Date to (but excluding) the 10th day
of December 2004 and thereafter means the semi-annual period from (and
including) a Series 5 Class A1 Interest Payment Date to (but
excluding) the next Series 5 Class A1 Interest Payment Date:
(a) prior to the Interest Payment Date falling in [December 2009], if
a Trigger Event occurs or the Sixth Issuer Security is enforced
in accordance with the Sixth Issuer Deed of Charge, then the
Interest Period for the Series 5 Class A1 Sixth Issuer Notes will
be the quarterly period from (and including) the 10th day of the
then next to occur of March, June, September and December to (but
excluding) the next following 10th day of March, June, September
and December;
(b) on and from the Series 5 Class A1 Interest Payment Date falling
in [December 2009], the Interest Period for the Series 5 Class A1
First Issuer Notes will be the period from (and including) the
immediately preceding Quarterly Interest Payment Date (or in
respect of the first such Interest Period, such Interest Payment
Date falling in [December 2009] to (but excluding) the next
following Quarterly Interest Payment Date; and
(c) the Interest Period in respect of the Series 5 Class A1 Sixth
Issuer Notes commencing immediately prior to [December 2009]
shall end on and include the Series 5 Class A1 Interest Payment
Date falling in [December 2009].
In these Conditions, BUSINESS DAY shall (save in Conditions 6(E) and (G)) mean a
day which is a New York Business Day, a London Business Day and a TARGET
Business Day. A NEW YORK BUSINESS Day means a day (other than a Saturday or a
Sunday) on which banks are generally open for business in the city of New York;
LONDON BUSINESS DAY means a day (other than a Saturday or a Sunday) on which
banks are generally open for business in London; and TARGET BUSINESS DAY means a
day on which the TransEuropean Automated Realtime Gross settlement Express
Transfer (TARGET) system is open.
To the extent that the funds available to the Sixth Issuer, subject to and in
accordance with the Sixth Issuer Pre-Enforcement Priority of Payments, to pay
interest on the Class B Sixth Issuer Notes and the Class C Sixth Issuer Notes on
an Interest Payment Date (in each case, after discharging the Sixth Issuer's
liabilities of a higher priority) are insufficient to pay the full amount of
such interest, payment of the shortfall attributable to the Class B Sixth Issuer
Notes and the Class C Sixth Issuer Notes (in each case, DEFERRED INTEREST),
which will be borne by each Class B Sixth Issuer Note and/ or Class C Sixth
Issuer Note in a proportion equal to the proportion that the Principal Amount
Outstanding of that Class B Sixth Issuer Note or Class C Sixth Issuer Note, as
the case may be, bears to the aggregate Principal Amount Outstanding of the
Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes, as the case may be
(in each case as determined on the Interest Payment Date on which such Deferred
Interest arises), will not then fall due but will instead be deferred until the
first Interest Payment Date thereafter on which funds are available (after
allowing for the Sixth Issuer's liabilities of a higher priority) to the Sixth
Issuer to pay such Deferred Interest to the extent of such available funds. Such
Deferred Interest will accrue interest (ADDITIONAL INTEREST) at the rate of
interest applicable from time to time to the Class B Sixth Issuer Notes or the
Class C Sixth Issuer Notes, as the case may be, and payment of any Additional
Interest will also be deferred until the first Interest Payment Date thereafter
on which funds are available (after allowing for the Sixth Issuer's liabilities
of a higher
257
priority) to the Sixth Issuer to pay such Additional Interest to the extent of
such available funds. Amounts of Deferred Interest and Additional Interest shall
not be deferred beyond the Final Maturity Date of the Class B Sixth Issuer Notes
or the Class C Sixth Issuer Notes, as the case may be, when such amounts will
become due and payable. It is possible that all or any part of any interest due
on the Class B Sixth Issuer Notes or the Class C Sixth Issuer Notes, as the case
may be, may never be made good if there are insufficient funds available to pay
such interest after paying amounts of a higher priority. Payments of interest
due on an Interest Payment Date in respect of the Class A Sixth Issuer Notes
will not be deferred. In the event of the delivery of a Class A Sixth Issuer
Note Acceleration Notice (as described in Condition 9), the amount of interest
that was due but not paid on such Interest Payment Date will itself bear
interest at the applicable rate until both the unpaid interest and the interest
on that interest are paid.
(C) RATES OF INTEREST
The rate of interest payable in respect of the Sixth Issuer Notes (each a RATE
OF INTEREST and together the RATES OF INTEREST) and the relevant Interest Amount
(as defined below) shall be determined on the basis of the provisions set out
below:
(a) The Dollar Sixth Issuer Notes:
(i) on the initial Dollar Interest Determination Date (as
defined below), the Agent Bank will calculate the Initial
Relevant Screen Rate (as defined below) in respect of each
class of Dollar Sixth Issuer Notes as at or about 11.00 a.m.
(London time) on that date. If the Initial Relevant Screen
Rate is unavailable, the Agent Bank will request the
principal London office of each of the Reference Banks (as
defined below) to provide the Agent Bank with its offered
quotation to leading banks for two-week and one month Dollar
deposits of $10,000,000 in the London interbank market as at
or about 11.00 a.m. (London time) on such Dollar Interest
Determination Date. The Rates of Interest for the first
Interest Period shall be the aggregate of (a) the Relevant
Margin (as defined below) and (b) the Initial Relevant
Screen Rate in respect of the Dollar Sixth Issuer Notes or,
if the Initial Relevant Screen Rate is unavailable, the
linear interpolation of the arithmetic mean of such offered
quotations for two-week and one-month Dollar deposits
(rounded upwards, if necessary, to five decimal places);
(ii) on each subsequent Dollar Interest Determination Date, the
Agent Bank will determine the Relevant Screen Rate (as
defined below) in respect of each class of Dollar Sixth
Issuer Notes as at or about 11.00 a.m. (London time) on the
Dollar Interest Determination Date in question. If the
Relevant Screen Rate is unavailable, the Agent Bank will
request the principal London office of each of the Reference
Banks to provide the Agent Bank with its offered quotation
to leading banks for, as applicable, one-month or
three-month Dollar deposits of $10,000,000 in the London
interbank market as at or about 11.00 a.m. (London time) on
the relevant Dollar Interest Determination Date. The Rates
of Interest for the relevant Interest Period shall be the
aggregate of (a) the Relevant Margin and (b) the Relevant
Screen Rate or, if the Relevant Screen Rate is unavailable,
the arithmetic mean of such offered quotations for (in the
case of the Series 1 Class A Sixth Issuer Notes) one-month
Dollar
258
Deposits and (in all other cases) three-month Dollar
deposits (rounded upwards, if necessary, to five decimal
places); and
(iii) if, on any Dollar Interest Determination Date, the Relevant
Screen Rate is unavailable and two or three only of the
Reference Banks provide offered quotations, the Rates of
Interest for the relevant Interest Period shall be
determined in accordance with the provisions of subparagraph
(i) or, as the case may be, (ii) above on the basis of the
offered quotations of those Reference Banks providing such
quotations. If, on any such Dollar Interest Determination
Date, only one or none of the Reference Banks provides the
Agent Bank with such an offered quotation, the Agent Bank
shall forthwith consult with the Note Trustee and the Sixth
Issuer for the purposes of agreeing two banks (or, where one
only of the Reference Banks provided such a quotation, one
additional bank) to provide such a quotation or quotations
to the Agent Bank (which bank or banks are in the opinion of
the Note Trustee suitable for such purpose) and the Rates of
Interest for the Interest Period in question shall be
determined, as aforesaid, on the basis of the offered
quotations of such banks as so agreed (or, as the case may
be, the offered quotations of such bank as so agreed and the
relevant Reference Bank). If no such bank or banks is or are
so agreed or such bank or banks as so agreed does or do not
provide such a quotation or quotations, then the Rates of
Interest for the relevant Interest Period shall be the Rates
of Interest in effect for the immediately preceding Interest
Period to which subparagraph (i) or (ii), as the case may
be, shall have applied but taking account of any change in
the Relevant Margin;
(b) The Euro Sixth Issuer Notes:
(i) on the initial Euro Interest Determination Date (as defined
below), the Agent Bank will calculate the Initial Relevant
Screen Rate (as defined below) in respect of each class of
Euro Sixth Issuer Notes as at or about 11.00 a.m. (Brussels
time) on that date. If the Initial Relevant Screen Rate is
unavailable, the Agent Bank will request the principal
London office of each of the Reference Banks (as defined
below) to provide the Agent Bank with its offered quotation
to prime banks for two-week and one month Euro deposits of
[EURO]10,000,000 in the Eurozone interbank market as at or
about 11.00 a.m. (Brussels time) on such Euro Interest
Determination Date. The Rates of Interest for the first
Interest Period shall be the aggregate of (a) the Relevant
Margin (as defined below) and (b) the Initial Relevant
Screen Rate in respect of the Euro Sixth Issuer Notes or, if
the Initial Relevant Screen Rate is unavailable, the linear
interpolation of the arithmetic mean of such offered
quotations for two-week Euro deposits and the arithmetic
mean of such offered quotations for one-month Euro deposits
(rounded upwards, if necessary, to five decimal places);
(ii) on each subsequent Euro Interest Determination Date the
Agent Bank will determine the Relevant Screen Rate in
respect of the Euro Sixth Issuer Notes as at or about 11.00
a.m. (Brussels time) on the Euro Interest Determination Date
in question. If the Relevant Screen Rate is unavailable, the
Agent Bank will request the principal London office of each
of the Reference Banks to provide the Agent Bank with its
offered quotation to prime banks for three-month Euro
deposits of [EURO]10,000,000 in the Eurozone interbank
market as at or about 11.00 a.m. (Brussels time) on the
relevant Euro Interest
259
Determination Date. The Rates of Interest for the relevant
Interest Period shall be the aggregate of (a) the Relevant
Margin and (b) the Relevant Screen Rate or, if the Relevant
Screen Rate is unavailable, the arithmetic mean of such
offered quotations for Euro deposits (rounded upwards, if
necessary, to five decimal places); and
(iii) if, on any Euro Interest Determination Date, the Relevant
Screen Rate is unavailable and two or three only of the
Reference Banks provide offered quotations, the Rates of
Interest for the relevant Interest Period shall be
determined in accordance with the provisions of subparagraph
(i) or, as the case may be, (ii) above on the basis of the
offered quotations of those Reference Banks providing such
quotations. If, on any such Euro Interest Determination
Date, only one or none of the Reference Banks provides the
Agent Bank with such an offered quotation, the Agent Bank
shall forthwith consult with the Note Trustee and the Sixth
Issuer for the purposes of agreeing two banks (or, where one
only of the Reference Banks provided such a quotation, one
additional bank) to provide such a quotation or quotations
to the Agent Bank (which bank or banks are in the opinion of
the Note Trustee suitable for such purpose) and the Rates of
Interest for the Interest Period in question shall be
determined, as aforesaid, on the basis of the offered
quotations of such banks as so agreed (or, as the case may
be, the offered quotations of such bank as so agreed and the
relevant Reference Bank). If no such bank or banks is or are
so agreed or such bank or banks as so agreed does or do not
provide such a quotation or quotations, then the Rates of
Interest for the relevant Interest Period shall be the Rates
of Interest in effect for the last preceding Interest Period
to which subparagraph (i) shall have applied but, as
applicable, taking account of any change in the Relevant
Margin;
(c) The Sterling Sixth Issuer Notes:
(i) the rate of interest payable in respect of the Sterling
Sixth Issuer Notes shall be a floating rate (or, in the case
of the Series 5 Class A1 Sixth Issuer Notes, up to and
including the interest payment date in June 2009 a fixed
rate) of interest calculated in accordance with paragraphs
(ii), (iii), (iv) and (v) below;
(ii) on the initial Sterling Interest Determination Date (as
defined below), the Agent Bank will determine the Initial
Relevant Screen Rate in respect of the Sterling Sixth Issuer
Notes other than the Series 5 Class A1 Sixth Issuer Notes,
as at or about 11.00 a.m. (London time) on that date. If the
Initial Relevant Screen Rate is unavailable, the Agent Bank
will request the principal London office of each of the
Reference Banks to provide the Agent Bank with its offered
quotation to leading banks for two-week and one-month
Sterling deposits of [GBP]10,000,000 in the London interbank
market as at or about 11.00 a.m. (London time) on such
initial Sterling Interest Determination Date and the Rates
of Interest for the first Interest Period shall be the
aggregate of (a) the Relevant Margin and (b) the Initial
Relevant Screen Rate in respect of the Sterling Sixth Issuer
Notes, or, if the Initial Relevant Screen Rate is
unavailable, the linear interpolation of the arithmetic mean
of such offered quotations for two-week Sterling deposits
and the arithmetic mean of such offered quotations for
one-month Sterling deposits (rounded upwards, if necessary,
to five decimal places);
260
(iii) the rate of interest payable in respect of the Series 5
Class A1 Sixth Issuer Notes shall be [_]% per annum up to
(and including) the interest period ending in [December
2009] and thereafter shall be a floating rate of interest
calculated in accordance with paragraphs (iv) and (v) below;
(iv) on each subsequent Sterling Interest Determination Date in
the case of the Sterling Sixth Issuer Notes other than the
Series 5 Class A1 Sixth Issuer Notes, and, in the case of
the Series 5 Class A1 Sixth Issuer Notes, on the earliest to
occur of (i) the Interest Payment Date falling in [December
2009], (ii) the Interest Payment Date immediately following
the occurrence of a Trigger Event and (iii) the Interest
Payment Date following the enforcement of the Sixth Issuer
Deed of Charge, the Agent Bank will determine the Relevant
Screen Rate in respect of the Sterling Sixth Issuer Notes,
as at or about 11.00 a.m. (London time) on the Sterling
Interest Determination Date in question. If the Relevant
Screen Rate is unavailable, the Agent Bank will request the
principal London office of each of the Reference Banks to
provide the Agent Bank with its offered quotation to leading
banks for three-month Sterling deposits of [GBP]10,000,000
in the London interbank market as at or about 11.00 a.m.
(London time) on the relevant Sterling Interest
Determination Date and the Rates of Interest for the
relevant Interest Period shall be the aggregate of (a) the
Relevant Margin and (b) the Relevant Screen Rate or, if the
Relevant Screen Rate is unavailable, the arithmetic mean of
such offered quotations for Sterling deposits (rounded
upwards, if necessary, to five decimal places); and
(v) if, on any Sterling Interest Determination Date, the
Relevant Screen Rate is unavailable and two or three only of
the Reference Banks provide offered quotations, the Rates of
Interest for the relevant Interest Period shall be
determined in accordance with the provisions of subparagraph
(i) above on the basis of the offered quotations of those
Reference Banks providing such quotations. If, on any such
Sterling Interest Determination Date, only one or none of
the Reference Banks provides the Agent Bank with such an
offered quotation, the Agent Bank shall forthwith consult
with the Note Trustee and the Sixth Issuer for the purposes
of agreeing two banks (or, where one only of the Reference
Banks provided such a quotation, one additional bank) to
provide such a quotation or quotations to the Agent Bank
(which bank or banks are in the opinion of the Note Trustee
suitable for such purpose) and the Rates of Interest for the
Interest Period in question shall be determined, as
aforesaid, on the basis of the offered quotations of such
banks as so agreed (or, as the case may be, the offered
quotations of such bank as so agreed and the relevant
Reference Bank). If no such bank or banks is or are so
agreed or such bank or banks as so agreed does or do not
provide such a quotation or quotations, then the Rates of
Interest for the relevant Interest Period shall be the Rates
of Interest in effect for the last preceding Interest Period
to which subparagraph (i) shall have applied but taking
account of any change in the Relevant Margin.
There will be no minimum or maximum Rate of Interest.
For the purposes of these Conditions the following expressions shall have the
following meanings:
ADDITIONAL AMOUNT means for each Interest Period and Additional Margin Trigger
Event, if any, the aggregate of the products, for each day in that Interest
Period that such Additional Margin Trigger Event is continuing, or with respect
to the Additional Margin Trigger Event in clause (b) and (c) of the
261
definition thereof, for each day in that Interest Period after the date on which
such Additional Margin Trigger Event has occurred, of:
(a) the Additional Margin applicable to that Additional Margin Trigger Event,
(b) 1/365,
(c) if the Additional Margin Trigger Event in clause (d) of the
definition thereof is the only event then continuing, the product of (i)
the total amount of the principal repayment obligations outstanding under
the relevant liquidity facilities divided by the total amount available for
drawing under such relevant liquidity facilities and (ii) 100/102 and
(d) the Principal Amount Outstanding of the Series 3 Class A Sixth Issuer Notes
as of the first day of such Interest Period;
ADDITIONAL MARGIN means:
(a) 0.25% per annum for as long as the Additional Margin Trigger Event in
clause (a) of the definition thereof has occurred and is continuing; or
(b) 0.25% per annum if the Additional Margin Trigger Event in clause (b) of the
definition thereof has occurred and thereafter until the Series 3 Class A
Sixth Issuer Notes have been repaid in full; or
(c) 0.25% per annum if the Additional Margin Trigger Event in clause (c) of the
definition thereof has occurred and thereafter until the Series 3 Class A
Sixth Issuer Notes are paid in full; or
(d) up to 0.05% per annum for as long as the Additional Margin Trigger Event in
clause (d) of the definition thereof has occurred and is continuing;
provided that if more than one Additional Margin Trigger Event has occurred and
is continuing, the Additional Margin shall be 0.25% per annum;
ADDITIONAL MARGIN TRIGGER EVENT means:
(a) at any time the Series 3 Class A Sixth Issuer Notes are (i) rated below
[AA-] by S&P or [Aa3] by Moody's and (ii) held by an asset-backed
commercial paper conduit, or an entity funded by one or more asset-backed
commercial paper conduits, administered by HBOS Treasury Services plc,
which holder has outstanding obligations to repay a drawdown under one or
more liquidity facilities; or
(b) at any time the Series 3 Class A Sixth Issuer Notes (i) are rated below
[AA-] by S&P or [Aa3] by Moody's and (ii) following such downgrade, have
been transferred to a liquidity provider for an asset-backed commercial
paper conduit, or an entity funded by one or more asset-backed commercial
paper conduits, administered by HBOS Treasury Services plc, by such conduit
or entity of the Series 3 Class A Sixth Issuer Notes in consideration of
the cancellation of such conduit or entity's outstanding obligations to
such liquidity provider; or
(c) at any time a change in the law or regulations of the United Kingdom
becomes effective as a consequence of which there is an adverse change in
the regulatory treatment for HBOS plc in respect of the Series 3 Class A
Sixth Issuer Notes whilst such note is held by an asset-backed commercial
paper conduit, or an entity funded by one or more asset-backed commercial
paper conduits, administered by HBOS Treasury Services plc; or
(d) at any time the Series 3 Class A Sixth Issuer Notes are held by an
asset-backed commercial paper conduit, or an entity funded by one or more
asset-backed commercial paper conduits, administered by HBOS Treasury
Services plc, which holder has outstanding obligations to repay a drawdown
under one or more liquidity facilities and such drawdowns were not made as
a result of the occurrence of the Additional Margin Trigger Events set
forth in the previous paragraphs;
DOLLAR INTEREST DETERMINATION DATE means two London Business Days before the
first day of the Interest Period for which the rate will apply (or if such day
is not a Business Day, the next succeeding Business Day);
EURO INTEREST DETERMINATION DATE means two TARGET Business Days before the first
day of the Interest Period for which the rate will apply;
262
EUROZONE means the region comprised of member states of the European Union that
adopt the single currency in accordance with the Treaty establishing the
European Community, as amended from time to time:
INITIAL RELEVANT SCREEN RATE means:
(i) in respect of the Series 1 Class A Sixth Issuer Notes, the linear
interpolation of the arithmetic mean of the offered quotations to
leading banks for two-week Dollar deposits and the arithmetic mean of
the offered quotations to leading banks for one- month Dollar deposits
(rounded upwards, if necessary, to five decimal places), displayed on
the Moneyline Telerate Monitor at Telerate page number 3750 (or such
replacement page on that service which displays the information) or,
if that service ceases to display the information, such other screen
service as may be determined by the Sixth Issuer with the approval of
the Note Trustee;
(ii) in respect of the Euro Sixth Issuer Notes, the linear interpolation
of the arithmetic mean of the offered quotations to prime banks for
two-week Euro deposits and the arithmetic mean of the offered
quotations to prime banks for one-month Euro deposits (rounded
upwards, if necessary, to five decimal places), displayed on the
Moneyline Telerate monitor at Telerate page number 248 (or such
replacement page on that service which displays the information) or,
if that service ceases to display the information, such other screen
service as may be determined by the Sixth Issuer with the approval of
the Note Trustee; and
(iii) in respect of the Sterling Sixth Issuer Notes (other than the Series
5 Class A1 Sixth Issuer Notes), the linear interpolation of the
arithmetic mean of the offered quotations to leading banks for
two-week Sterling deposits and the arithmetic mean of the offered
quotations to leading banks for one-month Sterling deposits (rounded
upwards, if necessary, to five decimal places), displayed on the
Moneyline Telerate monitor at Telerate page number 3750 (or such
replacement page on that service which displays the information) or,
if that service ceases to display the information, such other screen
service as may be determined by the Sixth Issuer with the approval of
the Note Trustee:
REFERENCE BANKS means the initial Reference Banks (as defined in Condition 4(H))
and/or such other bank as may be appointed pursuant to Condition 4(H);
RELEVANT MARGIN means in respect of each class of the Sixth Issuer Notes the
following per cent. per annum:
UP TO AND INCLUDING THE
INTEREST PERIOD ENDING IN
CLASS [SEPTEMBER 2011] THEREAFTER
Series 1 Class A Sixth Issuer Notes -[_]% N/A
Series 1 Class B Sixth Issuer Notes [_]% [_]%
Series 1 Class C Sixth Issuer Notes [_]% [_]%
Series 2 Class A Sixth Issuer Notes [_]% [_]%
Series 2 Class B Sixth Issuer Notes [_]% [_]%
Series 2 Class C Sixth Issuer Notes [_]% [_]%
Series 3 Class A Sixth Issuer Notes [_]% [_]%
Series 3 Class B Sixth Issuer Notes [_]% [_]%
Series 3 Class C Sixth Issuer Notes [_]% [_]%
Series 4 Class A Sixth Issuer Notes [_]% [_]%
263
Series 4 Class B Sixth Issuer Notes [_]% [_]%
Series 4 Class C Sixth Issuer Notes [_]% [_]%
Series 5 Class A1 Sixth Issuer Notes N/A up to and including the Interest Period ending
in [December 2009, and thereafter LIBOR + [_]% (or
+ [_]% after the interest payment date falling in
September 2011)
Series 5 Class A2 Sixth Issuer Notes [_]% [_]%
Series 5 Class B Sixth Issuer Notes [_]% [_]%
Series 5 Class C Sixth Issuer Notes [_]% [_]%
RELEVANT SCREEN RATE means:
(i) in respect of the first Interest Period, the Initial Relevant Screen
Rate, if any; and
(ii) (1) in respect of subsequent Interest Periods of the Series 1 Class A
Sixth Issuer Notes, the arithmetic mean of the offered quotations
to leading banks for one- month Dollar deposits in the London
interbank market displayed on the Moneyline Telerate Monitor at
Telerate page number 3750;
(2) in respect of subsequent Interest Periods of the Dollar Sixth
Issuer Notes (other than the Series 1 Class A Sixth Issuer
Notes), the arithmetic mean of the offered quotations to leading
banks for three-month Dollar deposits in the London interbank
market displayed on the Moneyline Telerate Monitor at Telerate
page number 3750;
(3) in respect of subsequent Interest Periods of the Euro Sixth
Issuer Notes, the arithmetic mean of offered quotations to prime
banks for three-month Euro deposits in the Eurozone interbank
market displayed on the Moneyline Telerate Monitor at Telerate
page number 248; and
(4) in respect of subsequent Interest Periods of the Sterling Sixth
Issuer Notes (other than the Series 5 Class A1 Sixth Issuer Notes
and commencing from but excluding the Interest Payment Date
falling in [December 2009], the Series 5 Class A1 Sixth Issuer
Notes), the arithmetic mean of offered quotations for three-month
Sterling deposits in the London interbank market displayed on the
Moneyline Telerate Monitor at Telerate page number 3750;
in each case, displayed on the above-mentioned page of the Moneyline
Telerate Monitor (or such replacement page on that service which
displays the information) or, if that service ceases to display the
information, such other screen service as may be determined by the
Sixth Issuer with the approval of the Note Trustee (rounded upwards,
if necessary, to five decimal places); and
STERLING INTEREST DETERMINATION DATE means the first day of the Interest Period
for which the rate will apply.
(D) DETERMINATION OF RATES OF INTEREST AND CALCULATION OF INTEREST AMOUNTS AND
ADDITIONAL AMOUNTS
(i) The Agent Bank shall, as soon as practicable after 11.00 a.m. (London
time) on, as applicable, each Dollar Interest Determination Date, Euro
Interest Determination Date and Sterling Interest Determination Date,
determine and notify the Sixth Issuer, the Sixth Issuer Cash Manager,
the Note Trustee, the Registrar and the Paying Agents of (i) the Rates
of Interest applicable to each class of Sixth Issuer Notes for the
264
relevant Interest Period and (ii) the Dollar amount (in the case of a
Dollar Sixth Issuer Note), the Euro amount (in the case of a Euro
Sixth Issuer Note) and the Sterling amount (in the case of a Sterling
Sixth Issuer Note) (in each case, the INTEREST AMOUNT) payable in
respect of each Interest Period in respect of the Principal Amount
Outstanding of each such Sixth Issuer Note. The Sixth Issuer Cash
Manager shall no later than 11:00 a.m. (London time) on the last day
of each Interest Period, determine and notify the Sixth Issuer, the
Note Trustee, the Registrar and the Paying Agents of any Additional
Amount payable in respect of such Interest Period.
(ii) The Interest Amount in respect of each class of Sixth Issuer Notes
shall be determined by first applying the relevant Rate of Interest to
the Principal Amount Outstanding of the relevant class of Sixth Issuer
Notes, multiplying the sum by the applicable day count fraction
described in Condition 4(A), adding, in the case of the Series 3 Class
A Sixth Issuer Notes only, any applicable Additional Amount and
rounding the resultant figure to the nearest cent (in the case of
Dollar Sixth Issuer Notes), the nearest Euro 0.01 (in the case of Euro
Sixth Issuer Notes) and the nearest penny (in the case of Sterling
Sixth Issuer Notes) (half a cent, half a Euro 0.01 and half a penny
being rounded upwards), and then apportioning the resulting total
between the Sixth Issuer Noteholders of the relevant class of Sixth
Issuer Notes, pari passu without preference or priority amongst
themselves. For these purposes, in the case of the Series 1 Class A
Sixth Issuer Notes, following the occurrence of a Trigger Event or
enforcement of the Sixth Issuer Security in accordance with the Sixth
Issuer Deed of Charge, the Principal Amount Outstanding will include
any amount of interest which would otherwise be payable on a monthly
Series 1 Class A Interest Payment Date, which interest will be
deferred until the next monthly Series 1 Class A Interest Payment Date
and will itself bear interest at the rate of interest applicable to
subsequent Interest Periods in respect of the Series 1 Class A Sixth
Issuer Notes until the next Quarterly Interest Payment Date.
(E) PUBLICATION OF RATES OF INTEREST, INTEREST AMOUNTS AND OTHER NOTICES
As soon as possible, the Agent Bank will cause the Rate of Interest and the
Interest Amount and any Additional Amount applicable to each class of Sixth
Issuer Notes for each Interest Period and the Interest Payment Date falling at
the end of such Interest Period to be notified to the Sixth Issuer, the Sixth
Issuer Cash Manager, the Note Trustee, the Registrar and the Paying Agents (as
applicable) and to each stock exchange, competent listing authority and/or
quotation system (if any) on which the Sixth Issuer Notes are then listed,
quoted and/or traded and the Agent Bank will cause notice thereof to be given to
the Sixth Issuer Noteholders in accordance with Condition 14. The Interest
Amounts, any Additional Amounts and Interest Payment Dates so notified may
subsequently be amended (or appropriate alternative arrangements made by way of
adjustment) without notice in the event of any extension or shortening of the
relevant Interest Period.
(F) DETERMINATION AND/OR CALCULATION BY NOTE TRUSTEE
If the Agent Bank does not at any time for any reason determine the Rate of
Interest and/or calculate the Interest Amount for any class of the Sixth Issuer
Notes in accordance with the foregoing if the Sixth Issuer Cash Manager does not
at any time for any reason calculate any applicable Additional Amount in
accordance with the foregoing paragraphs, the Note Trustee shall (i) determine
the Rate of Interest at such rate as (having such regard as it shall think fit
to the procedure described above) it shall deem fair and reasonable in all the
circumstances and/or (as the case may be) (ii) calculate the Interest Amount for
such class of Sixth Issuer Notes in the manner specified in paragraph (D) above
and (iii) calculate any Additional Amount in the manner specified in paragraph
(D) above, and any such determination and/or calculation shall be deemed to have
been made by the Agent Bank.
265
(G) NOTIFICATIONS TO BE FINAL
All notifications, opinions, determinations, certificates, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
this Condition 4, whether by the Reference Banks (or any of them) or any other
bank or the Agent Bank (in the absence of wilful defaults; bad faith or manifest
error) or the Sixth Issuer Cash Manager or the Note Trustee (in accordance with
paragraph (F) above) shall be binding on the Sixth Issuer, the Sixth Issuer Cash
Manager, the Reference Banks, such other bank, the Agent Bank, the Note Trustee
(as the case may be) and all Sixth Issuer Noteholders and (in such absence as
aforesaid) no liability to the Sixth Issuer Noteholders shall attach to the
Sixth Issuer, the Reference Banks, such other bank, the Agent Bank, the Note
Trustee (as the case may be) or the Sixth Issuer Cash Manager in connection with
the exercise or non-exercise by them or any of them of their powers, duties and
discretions hereunder.
(H) REFERENCE BANKS AND AGENT BANK
The Agent Bank shall ensure that, so long as any of the Sixth Issuer Notes
remains outstanding, there shall at all times be four Reference Banks with
offices in London and an Agent Bank. The initial Reference Banks shall be, in
the case of Sixth Issuer Notes, the principal London offices of each of ABN AMRO
Bank N.V., Barclays Bank PLC, Citibank, N.A. and The Royal Bank of Scotland plc.
The initial Agent Bank shall be Citibank, N.A., London Branch, acting through
its London office. In the event of any Reference Bank being unable or unwilling
to continue to act as a Reference Bank, the Sixth Issuer shall, with the prior
written approval of the Note Trustee, appoint a successor Reference Bank to act
as such in its place. In the event of Citibank, N.A. being unwilling or unable
to act as the Agent Bank, or resigning pursuant to the Sixth Issuer Paying Agent
and Agent Bank Agreement, the Sixth Issuer shall, with the approval of the Note
Trustee, appoint a successor Agent Bank. If the Sixth Issuer shall fail to
appoint a successor Reference Bank or successor Agent Bank (as the case may be),
the Agent Bank shall appoint such other bank as may be previously approved in
writing by the Note Trustee to act as the Reference Bank or Agent Bank (as the
case may be). The resignation of the Agent Bank will not take effect until a
successor approved in writing by the Note Trustee has been appointed.
5. REDEMPTION, PURCHASE AND CANCELLATION
(A) FINAL REDEMPTION
Unless previously redeemed in full as provided in this Condition 5, the Sixth
Issuer shall, subject to Condition 2, redeem each class of the Sixth Issuer
Notes at their Principal Amount Outstanding (as defined below) together with
accrued interest on the Final Maturity Date in respect of such class of Sixth
Issuer Notes.
The Sixth Issuer may not redeem Class A Sixth Issuer Notes in whole or in part
prior to those respective dates except as provided in paragraph (B), (D) or (E)
below, but without prejudice to Condition 9.
(B) MANDATORY REDEMPTION
Subject as provided below, each class of the Class A Sixth Issuer Notes shall be
redeemed on each Interest Payment Date other than an Interest Payment Date on
which the Sixth Issuer Notes are to be redeemed under Condition 5(A), (D) or
(E), in an amount equal to the amount (if any) repaid on the corresponding
Interest Payment Date in respect of, and pursuant to, the Sixth Issuer Term
Advance corresponding to such class of the Class A Sixth Issuer Notes,
converted, in the case of Sixth Issuer Term Advances corresponding to Sixth
Issuer Notes denominated in dollars or euro, at the relevant Sixth Issuer Dollar
Currency Exchange Rate (as defined in Condition 17 below) or the relevant Sixth
Issuer Euro Currency Exchange Rate (as defined in Condition 16 below), as the
case may be.
266
If on an Interest Payment Date, prior to enforcement of the Sixth Issuer
Security in accordance with the Sixth Issuer Deed of Charge or the occurrence of
an Asset Trigger Event, amounts are outstanding under more than one series of
the Class A Sixth Issuer Notes, then the Sixth Issuer will apply the relevant
Sixth Issuer Principal Receipts to repay, as the case may be, (1) the Series 1
Class A Sixth Issuer Notes, converted into Dollars at the relevant Sixth Issuer
Dollar Currency Exchange Rate, prior to making payments of principal on the
Series 2 Class A Sixth Issuer Notes, the Series 3 Class A Sixth Issuer Notes,
the Series 4 Class A Sixth Issuer Notes and the Series 5 Class A Sixth Issuer
Notes; (2) the Series 2 Class A Sixth Issuer Notes, converted into Dollars at
the relevant Sixth Issuer Dollar Currency Exchange Rate, prior to making
payments of principal on the Series 3 Class A Sixth Issuer Notes, the Series 4
Class A Sixth Issuer Notes and the Series 5 Class A Sixth Issuer Notes; (3) the
Series 3 Class A Sixth Issuer Notes, prior to making payments of principal on
the Series 4 Class A Sixth Issuer Notes and the Series 5 Class A Sixth Issuer
Notes; and (4) the Series 4 Class A Sixth Issuer Notes, converted into euro at
the relevant Sixth Issuer Euro Currency Exchange, prior to making payments of
principal on the Series 5 Class A Sixth Issuer Notes.
The Series 3 Class A Sixth Issuer Notes shall be redeemed on each Interest
Payment Date in an amount equal to the amount (if any) repaid on the
corresponding Interest Payment Date in respect of, and pursuant to, the Series
3 Sixth Issuer Term AAA Advance of the Sixth Issuer Term AAA Advances.
The Series 5 Class A Sixth Issuer Notes shall be redeemed on each Interest
Payment Date in an amount equal to the amount (if any) repaid on the
corresponding Interest Payment Date in respect of, and pursuant to, the Series
5A Sixth Issuer Term AAA Advance of the Sixth Issuer Term AAA Advances.
All other classes of the Sixth Issuer Notes shall be redeemed on each Interest
Payment Date in an amount equal to the amount (if any) repaid by Funding 1 on
the corresponding Interest Payment Date in respect of, and pursuant to, the
corresponding Sixth Issuer Term Advance, converted, in the case of Sixth Issuer
Term Advances corresponding to classes of Sixth Issuer Notes denominated in
dollars or euro, into dollars at the relevant Sixth Issuer Dollar Currency
Exchange Rate or into euro at the relevant Sixth Issuer Euro Currency Exchange
Rate, as the case may be.
(C) NOTE PRINCIPAL PAYMENTS, PRINCIPAL AMOUNT OUTSTANDING AND POOL FACTOR
The principal amount redeemable (the NOTE PRINCIPAL PAYMENT) in respect of each
Sixth Issuer Note of a particular class on any Interest Payment Date under
paragraph (B) above shall be a proportion of the amount required as at that
Interest Payment Date to be applied in redemption of the relevant class of Sixth
Issuer Notes on such date equal to the proportion that the Principal Amount
Outstanding of the relevant Sixth Issuer Note bears to the aggregate Principal
Amount Outstanding of the relevant class of Sixth Issuer Notes rounded down to
the nearest cent in respect of the Dollar Sixth Issuer Notes, rounded down to
the nearest Euro 0.01 in respect of the Euro Sixth Issuer Notes and rounded down
to the nearest penny in respect of the Sterling Sixth Issuer Notes provided
always that no such Note Principal Payment may exceed the Principal Amount
Outstanding of the relevant Sixth Issuer Note.
Two Business Days prior to each Interest Payment Date (the NOTE DETERMINATION
DATE), the Sixth Issuer shall determine (or cause the Agent Bank to determine)
(i) the amount of any Note Principal Payment due in respect of each Sixth Issuer
Note of the relevant series on the immediately following Interest Payment Date,
(ii) the Principal Amount Outstanding of each such Sixth Issuer Note (which
shall be $1,000 and $10,000 (in the case of each Dollar Sixth Issuer Note),
[EURO]500,000 (in the case of each Euro Sixth Issuer Note) and [GBP]1,000 and
[GBP]10,000 (in the case of each Sterling Sixth Issuer Note) less (in each case)
the aggregate amount of all Note Principal Payments in respect of such Sixth
Issuer Notes that have been paid since the Closing Date and on or prior to that
Note Determination Date (the PRINCIPAL AMOUNT OUTSTANDING) and (iii) the
fraction expressed as a decimal
267
to the first decimal point (the POOL FACTOR), of which the numerator is the
Principal Amount Outstanding of that Sixth Issuer Note (as referred to in (ii)
above) and the denominator is $1,000 and $10,000 (in the case of each Dollar
Sixth Issuer Note), [EURO]500,000 (in the case of each Euro Sixth Issuer Note)
and [GBP]1,000 and [GBP]10,000 (in the case of each Sterling Sixth Issuer
Notes). Each determination by or on behalf of the Sixth Issuer of any Note
Principal Payment of a Sixth Issuer Note, the Principal Amount Outstanding of a
Sixth Issuer Note and the Pool Factor shall in each case (in the absence of
wilful default, bad faith or manifest error) be final and binding on all
persons.
With respect to the Sixth Issuer Notes of each class, the Sixth Issuer will
cause each determination of the Note Principal Payment, the Principal Amount
Outstanding and the Pool Factor to be notified forthwith, and in any event not
later than 1.00 p.m. (London time) on the Note Determination Date, to the Note
Trustee, the Paying Agents, the Registrar, the Agent Bank and (for so long as
the Sixth Issuer Notes are listed on one or more stock exchanges or listing
authorities) the relevant stock exchange or listing authority, and will cause
notice of each determination of the Note Principal Payment, the Principal Amount
Outstanding and the Pool Factor to be given to Sixth Issuer Noteholders in
accordance with Condition 14 by not later than the Business Day after the
relevant Interest Payment Date in the case of Global Sixth Issuer Notes or as
soon as reasonably practicable thereafter in the case of Definitive Sixth Issuer
Notes. If no Note Principal Payment is due to be made on any Interest Payment
Date falling after June 2011, then a notice to this effect will be given by or
on behalf of the Sixth Issuer to the Sixth Issuer Noteholders which have not
been paid in full in accordance with Condition 14.
If the Sixth Issuer does not at any time for any reason determine (or cause the
Agent Bank to determine) a Note Principal Payment, the Principal Amount
Outstanding or the Pool Factor in accordance with the preceding provisions of
this paragraph, such Note Principal Payment, Principal Amount Outstanding and
Pool Factor may be determined by the Note Trustee in accordance with this
paragraph (C) and each such determination or calculation shall be deemed to have
been made by the Sixth Issuer. Any such determination shall (in the absence of
wilful default, bad faith or manifest error) be binding on the Sixth Issuer, the
Agent Bank and the Sixth Issuer Noteholders.
(D) OPTIONAL REDEMPTION IN FULL
Provided that a Sixth Issuer Note Acceleration Notice has not been served, and
subject to the provisos below, upon giving not more than 60 nor less than 30
days' written notice to the Note Trustee, the counterparties under the Sixth
Issuer Swap Agreements and the Sixth Issuer Noteholders in accordance with
Condition 14, the Sixth Issuer may redeem, unless otherwise provided, all (but
not some only) of the Sixth Issuer Notes at the Principal Amount Outstanding
thereof, together with any accrued (and unpaid) interest thereon, on the
following dates:
* any interest payment date falling on or after the interest payment date in
[September 2011]; or
* any interest payment date on which the aggregate principal amount of the
Sixth Issuer Notes then outstanding is less than 10% of the aggregate
Principal Amount Outstanding of the Sixth Issuer Notes as at the closing
date,
provided that (a) prior to giving any such notice, the Sixth Issuer shall have
provided to the Note Trustee a certificate signed by two directors of the Sixth
Issuer to the effect that the Sixth Issuer will have the funds, not subject to
any interest of any other person, required to redeem the Sixth Issuer Notes as
aforesaid and any amounts required to be paid in priority to or pari passu with
the Sixth Issuer Notes outstanding in accordance with the terms and conditions
of the Sixth Issuer Cash Management Agreement and (b) the Note Trustee is
satisfied in accordance with the Transaction Documents that there are sufficient
funds to allow the Sixth Issuer to redeem the Sixth Issuer Notes.
268
(E) OPTIONAL REDEMPTION FOR TAX AND OTHER REASONS
Provided that a Sixth Issuer Note Acceleration Notice has not been served and if
the Sixth Issuer at any time satisfies the Note Trustee immediately prior to the
giving of the notice referred to below that on the next Interest Payment Date
either (i) the Sixth Issuer would by virtue of a change in the law or
regulations of the United Kingdom or any other jurisdiction (or the application
or interpretation thereof) be required to deduct or withhold from any payment of
principal or interest or any other amount due under any of the Sixth Issuer
Notes any amount for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature (other than where the
relevant holder or beneficial owner has some connection with the relevant
jurisdiction other than the holding of the Sixth Issuer Notes) or (ii) Funding 1
would be required to deduct or withhold from amounts due under the Sixth Issuer
Intercompany Loan any amount on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature, and (iii) such
obligation of the Sixth Issuer or Funding 1 (as the case may be) cannot be
avoided by the Sixth Issuer or Funding 1 (as the case may be) taking reasonable
measures available to it, then the Sixth Issuer shall use its reasonable
endeavours to arrange the substitution of a company incorporated in another
jurisdiction, if it avoids the relevant event described in (i) or (ii) above,
approved in writing by the Note Trustee as principal debtor under the Sixth
Issuer Notes and as lender under the Sixth Issuer Intercompany Loan Agreement,
as the case may be, upon the Note Trustee being satisfied that (1) such
substitution will not be materially prejudicial to the Sixth Issuer Noteholders
(and in making such determination, the Note Trustee may rely, without further
investigation or inquiry, on any confirmation from the Rating Agencies that the
then current ratings of the Sixth Issuer Notes would not be adversely affected
by such substitution); and (2) that the position of the Sixth Issuer Secured
Creditors will not thereby be adversely affected; and (3) that such substitution
would not require registration of any new security under US securities laws or
materially increase the disclosure requirements under US law. Only if the Sixth
Issuer is unable to arrange a substitution will the Sixth Issuer be entitled to
redeem the Sixth Issuer Notes as described in this Condition 5(E).
If the Sixth Issuer or Funding 1 (as the case may be) is unable to arrange a
substitution as described above and, as a result, one or more of the events
described in (i) or (ii) above (as the case may be) is continuing, then the
Sixth Issuer may, having given not more than 60 nor less than 30 days' written
notice to the Note Trustee, the counterparties under the Sixth Issuer Swap
Agreements and the Sixth Issuer Noteholders in accordance with Condition 14,
redeem all (but not some only) of the Sixth Issuer Notes on the next following
Interest Payment Date at their aggregate Principal Amount Outstanding together
with any interest accrued (and unpaid) thereon provided that (in either case),
prior to giving any such notice, the Sixth Issuer shall have provided to the
Note Trustee (1) a certificate signed by two directors of the Sixth Issuer
stating that the circumstances referred to in (i) and/or (ii) above prevail and
setting out details of such circumstances, and (2) an opinion in form and
substance satisfactory to the Note Trustee of independent legal advisers of
recognised standing to the effect that the Sixth Issuer has or will become
obliged to pay such additional amounts as a result of such change or amendment.
The Note Trustee shall be entitled to accept such certificate and opinion as
sufficient evidence of the satisfaction of the circumstance set out in (i)
and/or (ii) above, in which event they shall be conclusive and binding on the
Sixth Issuer Noteholders. The Sixth Issuer may only redeem the Sixth Issuer
Notes as described above if the Note Trustee is, in its absolute discretion,
satisfied that the Sixth Issuer will have the funds, not subject to the interest
of any other person, required to redeem the Sixth Issuer Notes as aforesaid and
any amounts required under the Sixth Issuer Pre-Enforcement Revenue Priority of
Payments currently set out in the Sixth Issuer Cash Management Agreement to be
paid in priority to or pari passu with the Sixth Issuer Notes outstanding in
accordance with the terms and conditions thereof.
If, at any time, the Sixth Issuer has delivered a certificate to Funding 1, the
Note Trustee, the Security Trustee and the Rating Agencies to the effect that it
would be unlawful for the Sixth Issuer to make, fund or allow to remain
outstanding a Term Advance made by it under the Sixth Issuer Intercompany Loan
Agreement and stating that the Sixth Issuer requires Funding 1 to prepay such
Term Advance, then the Sixth Issuer may redeem all (but not some only) of the
Sixth Issuer Notes at the Principal
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Amount Outstanding thereof, together with any accrued interest thereon, on
giving not more than 60 days' and not less than 30 days' (or such shorter period
as may be required by any relevant law) prior written notice thereof to the Note
Trustee, the counterparties under the Sixth Issuer Swap Agreements and the Sixth
Issuer Noteholders in accordance with Condition 14, provided that, prior to
giving any such notice, the Sixth Issuer shall have provided to the Note Trustee
a certificate signed by two directors of the Sixth Issuer to the effect that it
will have the funds, not subject to the interest of any other person, required
to redeem the Sixth Issuer Notes as aforesaid and any amounts required under the
Sixth Issuer Pre-Enforcement Revenue Priority of Payments (or, as the case may
be, the Sixth Issuer Post-Enforcement Revenue Priority of Payments) currently
set out in the Sixth Issuer Cash Management Agreement to be paid in priority to
or pari passu with the Sixth Issuer Notes outstanding in accordance with the
terms and conditions thereof.
(F) REDEMPTION OR PURCHASE FOLLOWING A REGULATORY EVENT
(i) If:
(a) the New Basel Capital Accord (as described in the document titled The
International Convergence of Capital Measurement and Capital
Standards: A Revised Framework published in June 2004 by the Basel
Committee on Banking Supervision) has been implemented in the United
Kingdom, whether by rule of law, recommendation of best practices or
by any other regulation,
(b) a Sixth Issuer Note Acceleration Notice has not been served on the
relevant Interest Payment Date for the exercise of the Purchase Option
or Redemption Option, as the case may be,
(c) the Sixth Issuer has given not more than 60 days' and not less than 30
days' (or such shorter period as may be required by any relevant law)
prior written notice to the Note Trustee, the counterparties under the
Sixth Issuer Swap Agreements and the Sixth Issuer Noteholders, in
accordance with Condition 14, of the exercise of the Purchase Option
or Redemption Option, as the case may be,
(d) each Rating Agency has confirmed to the Sixth Issuer in writing that
its then current ratings of none of the Sixth Issuer Notes or notes of
any other Issuer would be adversely affected by the exercise of the
Purchase Option or Redemption Option, as the case may be, and
(e) prior to giving any such notice, the Sixth Issuer shall have provided
to the Note Trustee a certificate signed by two directors of the Sixth
Issuer to the effect that the Sixth Issuer will have sufficient funds
to purchase or redeem, as the case may be, the Called Notes in
accordance with this Condition 5(F) and to pay any amounts under the
Issuer Pre-Enforcement Revenue Priority of Payments required to be
paid in priority to or pari passu with payments on the Sixth Issuer
Notes on the relevant Interest Payment Date,
then:
(y) the Sixth Issuer has the right (the Purchase Option) to require
holders of all but not some only of one or more classes of the Sixth
Issuer Notes (collectively, the Called Notes) to transfer the Called
Notes to the Sixth Issuer on any Interest Payment Date falling on or
after the Interest Payment Date in March 2008 for a price equal to the
Specified Amount, together with any accrued interest on the Called
Notes, or
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(z) the Sixth Issuer may redeem (the Redemption Option) the Called Notes
on any Interest Payment Date falling on or after the Interest Payment
Date in March 2008 at the Specified Amount, together with any accrued
interest on the Called Notes.
(ii) The Called Notes transferred to the Sixth Issuer pursuant to the Purchase
Option shall, subject as provided in (iii) below, remain Outstanding until
the date on which they would otherwise be redeemed or cancelled in
accordance with the Conditions.
(iii) The Note Trustee shall concur in, execute and do all such deeds,
instruments, acts and things, and shall consent to any amendment,
modification or waiver of the provisions of the Sixth Issuer Transaction
Documents to which it is a party and of these Conditions, which may be
necessary or desirable to permit and give effect to the exercise of the
Purchase Option and the transfer of the Called Notes to the Sixth Issuer,
including any waiver of covenants of the Sixth Issuer and any suspension or
termination of the rights of the holders of the Called Notes from (and
including) the Interest Payment Date specified for the exercise of the
Purchase Option, for as long as the Called Notes have not been transferred
to the Sixth Issuer, other than the right to receive the price payable for
such transfer.
(iv) Each holder of Called Notes shall be deemed to have authorised and
instructed Euroclear, or, as the case may be, Clearstream, Luxembourg to
effect the transfer of its Called Notes on the relevant Interest Payment
Date to the Sixth Issuer, in accordance with the rules for the time being
of Euroclear, or, as the case may be, Clearstream, Luxembourg.
(v) SPECIFIED AMOUNT means:
(a) in respect of any Called Notes other than the Series 5 Class A1 Sixth
Issuer Notes, or in respect of the Series 5 Class A1 Sixth Issuer
Notes if a purchase or redemption is effected pursuant to the Purchase
Option or Redemption Option on or after the Interest Payment Date in
[December 2009], the Principal Amount Outstanding of the Called Notes;
and
(b) in respect of the Series 5 Class A1 Sixth Issuer Notes if a purchase
or redemption is effected pursuant to the Purchase Option or
Redemption Option prior to the Interest Payment Date in [December
2009], the product of the Principal Amount Outstanding of the Series 5
Class A1 Sixth Issuer Notes and the greater of:
(1) 100% and
(2) that price (as reported in writing to the Sixth Issuer and the
Note Trustee by a financial advisor approved in writing by the
Note Trustee) expressed as a percentage (and rounded, if
necessary, to the third decimal place, with 0.0005 rounded
upwards) at which the Gross Redemption Yield on the Series 5
Class A1 Sixth Issuer Notes on the Relevant Date (assuming the
Series 5 Class A1 Sixth Issuer Notes mature on the Interest
Payment Date in [December 2009]) is equal to the Gross Redemption
Yield at 3.00 p.m. (Berlin time) on the Relevant Date of the
Relevant Security on the basis of the arithmetic mean (rounded if
necessary as described above) of the offered prices for the
Relevant Security quoted by the Reference Market Makers (on a
dealing basis for settlement on the next following dealing day in
Berlin) at or about 3:00 p.m. (Berlin time) on the Relevant Date.
In this clause (b):
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GROSS REDEMPTION YIELD means a yield calculated on the basis
indicated by the Joint Index and Classification Committee of the
Institute and Faculty of Actuaries, Volume 105, Part 1, 1978,
page 18.
REFERENCE MARKET MAKERS means three brokers and/or Berlin
Bundesanleihen market makers selected by the Agent Bank and
approved in writing by the Note Trustee or such other three
persons operating in the Bundesanleihen market as are selected by
the Agent Bank and so approved by the Note Trustee.
RELEVANT DATE means the date which is the second business day in
the Bundesanleihen market prior to the date of purchase or
redemption of the Called Notes pursuant to the Purchase Option or
Redemption Option.
RELEVANT SECURITY means such German government security
(Bundesanleihen) as the Agent Bank shall determine to be a
benchmark German government security the maturity of which is
closest to the Interest Payment Date in [December 2009].
6. PAYMENTS
(A) PAYMENT OF INTEREST AND PRINCIPAL
Payments of principal and interest shall be made by US Dollar cheque, in the
case of the Dollar Global Sixth Issuer Notes; or Euro cheque, in the case of the
Euro Global Sixth Issuer Notes; or Sterling cheque, in the case of the Sterling
Global Sixth Issuer Notes and the Series 3 Class A Sixth Issuer Notes, or upon
application by the relevant Sixth Issuer Noteholder to the specified office of
the US Paying Agent (in the case of the Dollar Global Sixth Issuer Notes) or the
Principal Paying Agent (in respect of the Euro Global Sixth Issuer Notes and the
Sterling Global Sixth Issuer Notes and the Series 3 Class A Sixth Issuer Notes)
not later than the fifteenth day before the due date for any such payment, or by
transfer to a US Dollar account maintained by the payee with a bank in New York
City or (as the case may be) to a Euro account or to a Sterling account
maintained by the payee with a bank in London, as the case may be, and (in the
case of final redemption) upon surrender (or, in the case of part payment only,
endorsement) of the relevant Global Sixth Issuer Notes or Definitive Sixth
Issuer Notes (as the case may be) at the specified office of any Paying Agent.
(B) LAWS AND REGULATIONS
Payments of principal and interest in respect of the Sixth Issuer Notes are
subject, in all cases, to any fiscal or other laws and regulations applicable
thereto. Sixth Issuer Noteholders will not be charged commissions or expenses on
payments.
(C) PAYMENT OF INTEREST FOLLOWING A FAILURE TO PAY PRINCIPAL
If payment of principal is improperly withheld or refused on or in respect of
any Sixth Issuer Note or part thereof, the interest which continues to accrue in
respect of such Sixth Issuer Note in accordance with Condition 4(A) will be
paid, in respect of a Global Sixth Issuer Note, as described in Condition 6(A)
above and, in respect of any Definitive Sixth Issuer Note, in accordance with
this Condition 6.
(D) CHANGE OF PAYING AGENTS
The initial Principal Paying Agent, the initial Registrar, the initial Transfer
Agent and the initial US Paying Agent and their respective initial specified
offices are listed at the end of these Conditions. The Sixth Issuer reserves the
right, subject to the prior written approval of the Note Trustee, at any time to
vary or terminate the appointment of the Principal Paying Agent, the Registrar,
the Transfer Agent and the US Paying Agent and to appoint additional or other
Agents. The Sixth Issuer will at all
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times maintain a Principal Paying Agent with a specified office in London, and
for so long as amounts are outstanding in respect of the Dollar Sixth Issuer
Notes, a US Paying Agent with a specified office in New York City and a
Registrar. Except where otherwise provided in the Sixth Issuer Trust Deed, the
Sixth Issuer will cause at least 30 days' notice of any change in or addition to
the Paying Agents, the Transfer Agent or the Registrar or their specified
offices to be given in accordance with Condition 14 and will notify the Rating
Agencies of such change or addition. For as long as any Sixth Issuer Note is
outstanding, if European Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November
2000 is brought into force, the Sixth Issuer will endeavour to maintain a Paying
Agent in a member state of the European Union that will not be obliged to
withhold or deduct tax pursuant to such Directive or any such law.
(E) NO PAYMENT ON NON BUSINESS DAY
If the date for payment of any amount in respect of a Sixth Issuer Note is not a
Business Day, Sixth Issuer Noteholders shall not be entitled to payment until
the next following Business Day in the relevant place and shall not be entitled
to further interest or other payment in respect of such delay. In this Condition
6(E), the expression BUSINESS DAY means a day which is (i) a New York Business
Day, (ii) a London Business Day, (iii) a TARGET Business Day and (iv) a day on
which banks are generally open for business in the relevant place.
(F) PARTIAL PAYMENT
If a Paying Agent makes a partial payment in respect of any Sixth Issuer Note,
the Registrar will, in respect of the relevant Sixth Issuer Note, annotate the
register of noteholders, indicating the amount and date of such payment.
(G) PAYMENT OF INTEREST
If interest is not paid in respect of a Sixth Issuer Note of any class on the
date when due and payable (other than because the due date is not a Business Day
(as defined in Condition 6(E)) or by reason of non-compliance with Condition
6(A)), then such unpaid interest shall itself bear interest at the Rate of
Interest applicable from time to time to such Sixth Issuer Note until such
interest and interest thereon are available for payment and notice thereof has
been duly given in accordance with Condition 14.
7. PRESCRIPTION
Claims against the Sixth Issuer for payment in respect of the Sixth Issuer Notes
shall be prescribed and become void unless made within a period of 10 years from
the relevant date in respect thereof. After the date on which a payment under a
Sixth Issuer Note becomes void in its entirety, no claim may be made in respect
thereof. In this Condition 7, the RELEVANT DATE, in respect of a payment under a
Sixth Issuer Note, is the date on which the payment in respect thereof first
becomes due or (if the full amount of the monies payable in respect of those
payments under all the Sixth Issuer Notes due on or before that date has not
been duly received by the Principal Paying Agent, the US Paying Agent or the
Note Trustee (as the case may be) on or prior to such date) the date on which
the full amount of such monies having been so received, notice to that effect is
duly given to Sixth Issuer Noteholders in accordance with Condition 14.
8. TAXATION
All payments in respect of the Sixth Issuer Notes will be made without
withholding or deduction for, or on account of, any present or future taxes,
duties or charges of whatsoever nature unless the Sixth Issuer or any relevant
Paying Agent is required by applicable law to make any payment in respect of the
Sixth Issuer Notes subject to any such withholding or deduction. In that event,
the Sixth Issuer or such Paying Agent shall make such payment after such
withholding or deduction has been made and
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shall account to the relevant authorities for the amount so required to be
withheld or deducted. Neither any Paying Agent nor the Sixth Issuer will be
obliged to make any additional payments to Sixth Issuer Noteholders in respect
of such withholding or deduction.
9. EVENTS OF DEFAULT
(A) CLASS A SIXTH ISSUER NOTEHOLDERS
The Note Trustee in its absolute discretion may, and if so requested in writing
by the holders of not less than 25% in aggregate of the Principal Amount
Outstanding of the Class A Sixth Issuer Notes or if so directed by or pursuant
to an Extraordinary Resolution (as defined in the Sixth Issuer Trust Deed) of
the Class A Sixth Issuer Noteholders shall (subject, in each case, to being
indemnified and/or secured to its satisfaction), give notice (a CLASS A SIXTH
ISSUER NOTE ACCELERATION NOTICE) to the Sixth Issuer and the Security Trustee
declaring the Sixth Issuer Notes to be due and repayable (and they shall
forthwith become due and repayable) at any time after the happening of any of
the following events (each a SIXTH ISSUER EVENT OF DEFAULT) which is continuing
or unwaived:
(i) default being made for a period of three Business Days in the payment
of the principal of or any interest on any Class A Sixth Issuer Note
when and as the same ought to be paid in accordance with these
Conditions; or
(ii) the Sixth Issuer failing duly to perform or observe any other
obligation binding upon it under the Class A Sixth Issuer Notes, the
Sixth Issuer Trust Deed, the Sixth Issuer Deed of Charge or any other
Sixth Issuer Transaction Document and, in any such case (except where
the Note Trustee (or, in the case of the Sixth Issuer Deed of Charge,
the Security Trustee) certifies that, in its sole opinion, such
failure is incapable of remedy when no notice will be required), such
failure is continuing for a period of 20 days following the service by
the Note Trustee (or, in the case of the Sixth Issuer Deed of Charge,
the Security Trustee) on the Sixth Issuer of notice requiring the same
to be remedied, and the Note Trustee has certified in writing that the
failure to perform or observe is, in its sole opinion, materially
prejudicial to the interests of the Class A Sixth Issuer Noteholders;
or
(iii) the Sixth Issuer, otherwise than for the purposes of such
amalgamation or reconstruction as is referred to in subparagraph (iv)
below, ceases or threatens to cease to carry on its business or a
substantial part of its business or the Sixth Issuer is deemed unable
to pay its debts within the meaning of Section 123(1)(a), (b), (c) or
(d) of the Insolvency Act 1986 (as that section may be amended,
modified or re-enacted) or becomes unable to pay its debts as they
fall due or the value of its assets falls to less than the amount of
its liabilities (taking into account for both these purposes its
contingent and prospective liabilities) or otherwise becomes
insolvent; or
(iv) _an order being made or an effective resolution being passed for the
winding-up of the Sixth Issuer except a winding-up for the purposes of
or pursuant to an amalgamation or reconstruction the terms of which
have previously been approved by the Note Trustee in writing or by an
Extraordinary Resolution of the Class A Sixth Issuer Noteholders; or
(v) proceedings being otherwise initiated against the Sixth Issuer under
any applicable liquidation, insolvency, composition, reorganisation or
other similar laws (including, but not limited to, an application for
an administration order, the filing of documents with the court for
the appointment of an administrator, the service of a notice of
intention to appoint an administrator or the taking of any steps to
appoint an administrator) and (except in the case of an application
for an administration order or
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the taking of any steps to appoint an administrator) such proceedings
are not, in the sole opinion of the Note Trustee, being disputed in
good faith with a reasonable prospect of success, or an administration
order being granted or the appointment of an administrator taking
effect or an administrative receiver or other receiver, liquidator or
other similar official being appointed in relation to the Sixth Issuer
or in relation to the whole or any substantial part of the undertaking
or assets of the Sixth Issuer, or an encumbrancer taking possession of
the whole or any substantial part of the undertaking or assets of the
Sixth Issuer, or a distress, execution, diligence or other process
being levied or enforced upon or sued out against the whole or any
substantial part of the undertaking or assets of the Sixth Issuer and
such possession or process (as the case may be) not being discharged
or not otherwise ceasing to apply within 30 days, or the Sixth Issuer
initiating or consenting to judicial proceedings relating to itself
under applicable liquidation, insolvency, composition, reorganisation
or other similar laws or making a conveyance or assignment for the
benefit of its creditors generally or taking steps with a view to
obtaining a moratorium in respect of any indebtedness; or
(vi) if a Sixth Issuer Intercompany Loan Acceleration Notice is served
under the Sixth Issuer Intercompany Loan Agreement, while any of the
Class A Sixth Issuer Notes is outstanding.
(B) CLASS B SIXTH ISSUER NOTEHOLDERS
This Condition 9(B) shall have no effect if, and for as long as, any Class A
Sixth Issuer Notes are outstanding. Subject thereto, for so long as any Class B
Sixth Issuer Notes are outstanding, the Note Trustee in its absolute discretion
may, and if so requested in writing by the holders of not less than 25% in
aggregate Principal Amount Outstanding of the Class B Sixth Issuer Notes or if
so directed by or pursuant to an Extraordinary Resolution of the Class B Sixth
Issuer Noteholders shall (subject, in each case, to being indemnified and/or
secured to its satisfaction), give notice (a CLASS B SIXTH ISSUER NOTE
ACCELERATION Notice) to the Sixth Issuer and the Security Trustee declaring the
Sixth Issuer Notes to be due and repayable (and they shall forthwith become due
and repayable) at any time after the happening of any of the following events:
(i) default being made for a period of three Business Days in the payment
of the principal of or any interest on any Class B Sixth Issuer Note
when and as the same ought to be paid in accordance with these
Conditions; or
(ii) the occurrence of any of the events in Condition 9(A)(ii), (iii),
(iv), (v) or (vi) above provided that the references in Condition
9(A)(ii), Condition 9(A)(iv) and Condition 9(A)(vi) to Class A Sixth
Issuer Notes and Class A Sixth Issuer Noteholders shall be read as
references to Class B Sixth Issuer Notes and Class B Sixth Issuer
Noteholders respectively.
(C) CLASS C SIXTH ISSUER NOTEHOLDERS
This Condition 9(C) shall have no effect if, and for as long as, any Class A
Sixth Issuer Notes or Class B Sixth Issuer Notes are outstanding. Subject
thereto, for so long as any Class C Sixth Issuer Notes are outstanding, the Note
Trustee in its absolute discretion may, and if so requested in writing by the
holders of not less than 25% in aggregate Principal Amount Outstanding of the
Class C Sixth Issuer Notes or if so directed by or pursuant to an Extraordinary
Resolution of the Class C Sixth Issuer Noteholders shall (subject, in each case,
to being indemnified and/or secured to its satisfaction), give notice (a CLASS C
SIXTH ISSUER NOTE ACCELERATION NOTICE) to the Sixth Issuer and the Security
Trustee declaring the Sixth Issuer Notes to be due and repayable (and they shall
forthwith become due and repayable) at any time after the happening of any of
the following events:
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(i) default being made for a period of three Business Days in the payment
of the principal of or any interest on any Class C Sixth Issuer Note
when and as the same ought to be paid in accordance with these
Conditions; or
(ii) the occurrence of any of the events in Condition 9(A)(ii), (iii),
(iv), (v) or (vi) above provided that the references in Condition
9(A)(ii), Condition 9(A)(iv) and Condition 9(A)(vi) to Class A Sixth
Issuer Notes and Class A Sixth Issuer Noteholders shall be read as
references to Class C Sixth Issuer Notes and Class C Sixth Issuer
Noteholders respectively.
(D) FOLLOWING SERVICE OF A SIXTH ISSUER NOTE ACCELERATION NOTICE
In this Condition 9(D), a SIXTH ISSUER NOTE ACCELERATION NOTICE means any of the
Class A Sixth Issuer Note Acceleration Notice, the Class B Sixth Issuer Note
Acceleration Notice and the Class C Sixth Issuer Note Acceleration Notice. For
the avoidance of doubt, upon any Sixth Issuer Note Acceleration Notice being
given by the Note Trustee in accordance with this Condition 9, all the Sixth
Issuer Notes then outstanding shall immediately become due and repayable,
without further action or formality, at their Principal Amount Outstanding
together with accrued interest as provided in the Sixth Issuer Trust Deed.
10. ENFORCEMENT OF SIXTH ISSUER NOTES
Each of the Note Trustee and the Security Trustee may, at its discretion and
without notice at any time and from time to time, take such steps and institute
such proceedings against the Sixth Issuer or any other person as it may think
fit to enforce the provisions of (in the case of the Note Trustee) the Sixth
Issuer Notes or the Sixth Issuer Trust Deed (including these Conditions) or (in
the case of the Security Trustee) the Sixth Issuer Deed of Charge or (in either
case) any of the other Sixth Issuer Transaction Documents. The Security Trustee
may, at its discretion and without notice, at any time after the Sixth Issuer
Security has become enforceable, take such steps as it may think fit to enforce
the Sixth Issuer Security. Neither the Note Trustee nor the Security Trustee
shall be bound to take any such proceedings or steps unless:
(i) (subject in all cases to restrictions contained in the Sixth Issuer
Trust Deed or, as the case may be, the Sixth Issuer Deed of Charge to
protect the interests of any higher ranking class of Sixth Issuer
Noteholders) it shall have been so directed by an Extraordinary
Resolution of the Class A Sixth Issuer Noteholders, the Class B Sixth
Issuer Noteholders or the Class C Sixth Issuer Noteholders or so
requested in writing by the holders of at least 25% in Principal
Amount Outstanding of the Class A Sixth Issuer Notes, the Class B
Sixth Issuer Notes or the Class C Sixth Issuer Notes or, in the case
of the Security Trustee (subject to restrictions contained in the
Sixth Issuer Deed of Charge to protect the interests of the Class A
Sixth Issuer Noteholders, the Class B Sixth Issuer Noteholders or the
Class C Sixth Issuer Noteholders), it has been so directed by the Note
Trustee acting on the instructions of an Extraordinary Resolution of
Noteholders of the relevant class, or so requested by any other Sixth
Issuer Secured Creditor; and
(ii) it shall have been indemnified and/or secured to its satisfaction.
Amounts available for distribution after enforcement of the Sixth Issuer
Security shall be distributed in accordance with the terms of the Sixth Issuer
Deed of Charge.
No Sixth Issuer Noteholder may institute any proceedings against the Sixth
Issuer to enforce its rights under or in respect of the Sixth Issuer Notes or
the Sixth Issuer Trust Deed unless (1) the Note Trustee or the Security Trustee,
as the case may be, has become bound to institute proceedings and has failed
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to do so within a reasonable time and (2) the failure is continuing.
Notwithstanding the previous sentence and notwithstanding any other provision of
the Sixth Issuer Trust Deed, the right of any Sixth Issuer Noteholder to receive
payment of principal of and interest on its Sixth Issuer Notes on or after the
due date for the principal or interest, or to institute suit for the enforcement
of payment of that interest or principal, may not be impaired or affected
without the consent of that Sixth Issuer Noteholder. In addition, no Class B
Sixth Issuer Noteholder or Class C Sixth Issuer Noteholder will be entitled to
take proceedings for the winding up or administration of the Sixth Issuer
unless:
* there are no outstanding Sixth Issuer Notes of a class with higher
priority; or
* if Sixth Issuer Notes of a class with higher priority are outstanding,
there is consent of holders of at least one quarter of the aggregate
principal amount outstanding of the class or classes of Sixth Issuer Notes
with higher priority.
If, upon the Sixth Issuer Security having been enforced and realised to the
maximum possible extent as certified by the Security Trustee to the Note Trustee
after payment of all other claims ranking in priority to the Class B Sixth
Issuer Notes and the Class C Sixth Issuer Notes (as the case may be) under the
Sixth Issuer Deed of Charge, the remaining proceeds of such enforcement are
insufficient to pay in full all principal and interest and other amounts
whatsoever due in respect of the Class B Sixth Issuer Notes and the Class C
Sixth Issuer Notes (as the case may be) and all other claims ranking pari passu
therewith, then the Class B Sixth Issuer Noteholders and/or the Class C Sixth
Issuer Noteholders (as the case may be) shall be forthwith paid their respective
shares of such remaining proceeds (as determined in accordance with the
provisions of the Sixth Issuer Deed of Charge). On the date of such payment (the
OPTION EXERCISE DATE), the Note Trustee (on behalf of all of the Class B Sixth
Issuer Noteholders and/or the Class C Sixth Issuer Noteholders (as the case may
be)) will, at the request of Permanent PECOH Limited (the POST ENFORCEMENT CALL
OPTION HOLDER), transfer all (but not some only) of the Class B Sixth Issuer
Notes and/or the Class C Sixth Issuer Notes (as the case may be) to the Post
Enforcement Call Option Holder for a nominal amount only pursuant to the option
granted to it by the Note Trustee (as agent for the Sixth Issuer Noteholders)
pursuant to a post enforcement call option agreement (the SIXTH ISSUER POST
ENFORCEMENT CALL OPTION AGREEMENT) dated on or about the Closing Date between
the Sixth Issuer, the Post Enforcement Call Option Holder, the Note Trustee and
the Security Trustee. Immediately upon such transfer, no such former Class B
Sixth Issuer Noteholder or Class C Sixth Issuer Noteholder shall have any
further interest in the Class B Sixth Issuer Notes or the Class C Sixth Issuer
Notes (as the case may be). Each of the Class B Sixth Issuer Noteholders and the
Class C Sixth Issuer Noteholders acknowledges that the Note Trustee has the
authority and the power to bind the Sixth Issuer Noteholders in accordance with
the terms and conditions set out in the Sixth Issuer Post Enforcement Call
Option Agreement and each Class B Sixth Issuer Noteholder or Class C Sixth
Issuer Noteholder (as the case may be), by subscribing for or purchasing Class B
Sixth Issuer Notes or Class C Sixth Issuer Notes (as the case may be), agrees to
be so bound.
11. MEETINGS OF SIXTH ISSUER NOTEHOLDERS, MODIFICATIONS AND WAIVER
(A) QUORUM
The Sixth Issuer Trust Deed contains provisions for convening meetings of Sixth
Issuer Noteholders of any series and/or class to consider any matter affecting
their interests, including the sanctioning by Extraordinary Resolution of a
modification of the Sixth Issuer Notes (including these Conditions) or a
modification to the provisions of any of the Sixth Issuer Transaction Documents.
(1) Class A Sixth Issuer Notes
The Sixth Issuer Trust Deed provides that:
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(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of one series only of the Class A Sixth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class A Sixth Issuer Notes of that
series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of any two or more series classes of the
Class A Sixth Issuer Notes but does not give rise to a conflict of
interest between the holders of such two or more series of the Class A
Sixth Issuer Notes, shall be deemed to have been duly passed if passed
at a single meeting of the holders of such two or more series of the
Class A Sixth Issuer Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the Class A
Sixth Issuer Notes and gives or may give rise to a conflict of
interest between the holders of such two or more series of the Class A
Sixth 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 series of the Class A Sixth Issuer Notes, it shall be duly
passed at separate meetings of the holders of such two or more series
of the Class A Sixth Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class A Sixth Issuer Notes which are not all denominated in the same currency,
the Principal Amount Outstanding of any Class A Sixth Issuer Note denominated in
Dollars shall be converted into Sterling at the relevant Sixth Issuer Dollar
Currency Exchange Rate and the Principal Amount Outstanding of any Class A Sixth
Issuer Note denominated in Euro shall be converted into Sterling at the relevant
Sixth Issuer Euro Currency Exchange Rate.
The Sixth Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class A Sixth
Issuer Noteholders upon which the Note Trustee is bound to act.
(2) Class B Sixth Issuer Notes
The Sixth Issuer Trust Deed provides that:
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of one series only of the Class B Sixth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class B Sixth Issuer Notes of that
series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the Class B
Sixth Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more series of the Class B Sixth
Issuer Notes, shall be deemed to have been duly passed if passed at a
single meeting of the holders of such two or more series of the Class
B Sixth Issuer Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the Class B
Sixth Issuer Notes and gives or may give rise to a conflict of
interest between the holders of such two or more series of the Class B
Sixth 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 series of the Class B Sixth Issuer Notes, it shall be duly
passed at separate meetings of the holders of such two or more series
of the Class B Sixth Issuer Notes.
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In the case of a single meeting of the holders of two or more series of the
Class B Sixth Issuer Notes which are not all denominated in the same currency,
the Principal Amount Outstanding of any Class B Sixth Issuer Note denominated in
Dollars shall be converted into Sterling at the relevant Sixth Issuer Dollar
Currency Exchange Rate and the Principal Amount Outstanding of any Class B Sixth
Issuer Note denominated in Euro shall be converted into Sterling at the relevant
Sixth Issuer Euro Currency Exchange Rate.
The Sixth Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class B Sixth
Issuer Noteholders upon which the Note Trustee is bound to act.
(3) Class C Sixth Issuer Notes
The Sixth Issuer Trust Deed provides that:
(i) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of one series only of the Class C Sixth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class C Sixth Issuer Notes of that
series;
(ii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the Class C
Sixth Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more series of the Class C Sixth
Issuer Notes, shall be deemed to have been duly passed if passed at a
single meeting of the holders of such two or more series of the Class
C Sixth Issuer Notes; and
(iii) a resolution which, in the sole opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the Class C
Sixth Issuer Notes and gives or may give rise to a conflict of
interest between the holders of such two or more series of the Class C
Sixth 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 series of the Class C Sixth Issuer Notes, it shall be duly
passed at separate meetings of the holders of such two or more series
of the Class C Sixth Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class C Sixth Issuer Notes which are not all denominated in the same currency,
the Principal Amount Outstanding of any Class C Sixth Issuer Note denominated in
Dollars shall be converted into Sterling at the relevant Sixth Issuer Dollar
Currency Exchange Rate and the Principal Amount Outstanding of any Class C Sixth
Issuer Note denominated in Euro shall be converted into Sterling at the relevant
Sixth Issuer Euro Currency Exchange Rate.
The Sixth Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class C Sixth
Issuer Noteholders upon which the Note Trustee is bound to act.
(4) General
In each of the paragraphs (1) to (3) above, subject as provided below, the
quorum at any meeting of the Sixth Issuer Noteholders of any series or class or
classes for passing an Extraordinary Resolution shall be two or more persons
holding or representing not less than 50% of the aggregate Principal Amount
Outstanding of the Sixth Issuer Notes of that series or class or classes or, at
any adjourned meeting, two or more persons being or representing Sixth Issuer
Noteholders of that series or class or
279
classes whatever the aggregate Principal Amount Outstanding of relevant Sixth
Issuer Notes so held or represented.
Subject to section 316(b) of the Trust Indenture Act, the quorum at any meeting
of the Sixth Issuer Noteholders of any series or class or classes for passing an
Extraordinary Resolution which includes the sanctioning of a modification which
would have the effect of altering the amount or timing of payments of principal
on the Sixth Issuer Notes of such series or class or classes or the rate, the
day or the timing of payments of interest thereon or of the currency of payment
of the Sixth Issuer Notes of such series or class or classes or altering the
priority of payments or altering the quorum or majority required in relation to
this exception (a BASIC TERMS MODIFICATION), shall be one or more persons
holding or representing not less than 75% or, at any adjourned and reconvened
meeting, not less than 25% in Principal Amount Outstanding of the classes of
Sixth Issuer Notes of each series for the time being outstanding.
A resolution signed by or on behalf of all the Sixth Issuer Noteholders of the
relevant series or class shall for all purposes be as valid and effective as an
Extraordinary Resolution passed at a meeting of such series or class of Sixth
Issuer Noteholders.
(B) LIMITATIONS ON CLASS B SIXTH ISSUER NOTEHOLDERS
No Extraordinary Resolution of the Class B Sixth Issuer Noteholders (other than
any such Extraordinary Resolution referred to in paragraph (D) below) shall take
effect for any purpose while any Class A Sixth Issuer Notes remain outstanding
unless it shall have been sanctioned by an Extraordinary Resolution of the Class
A Sixth Issuer Noteholders or the Note Trustee is of the opinion that it would
not be materially prejudicial to the interests of the Class A Sixth Issuer
Noteholders.
(C) LIMITATIONS ON CLASS C SIXTH ISSUER NOTEHOLDERS
No Extraordinary Resolution of the Class C Sixth Issuer Noteholders (other than
any such Extraordinary Resolution referred to in paragraph (D) below) shall take
effect for any purpose while any Class A Sixth Issuer Notes or Class B Sixth
Issuer Notes remain outstanding unless it shall have been sanctioned by an
Extraordinary Resolution of the Class A Sixth Issuer Noteholders and/or the
Class B Sixth Issuer Noteholders (as the case may be) or the Note Trustee is of
the opinion that it would not be materially prejudicial to the interests of the
Class A Sixth Issuer Noteholders and/or the Class B Sixth Issuer Noteholders (as
the case may be).
(D) APPROVAL OF MODIFICATIONS AND WAIVERS BY CLASS B SIXTH ISSUER NOTEHOLDERS
AND CLASS C SIXTH ISSUER NOTEHOLDERS
(i) No Extraordinary Resolution of the Class A Sixth Issuer Noteholders to
sanction a modification of, or any waiver or authorisation of any
breach or proposed breach of, any of the provisions of the Sixth
Issuer Transaction Documents or these Conditions shall take effect
unless it shall have been sanctioned by an Extraordinary Resolution of
the Class B Sixth Issuer Noteholders and an Extraordinary Resolution
of the Class C Sixth Issuer Noteholders or the Note Trustee is of the
opinion that it would not be materially prejudicial to the interests
of the Class B Sixth Issuer Noteholders and the Class C Sixth Issuer
Noteholders.
(ii) After the Class A Sixth Issuer Notes have been fully redeemed, no
Extraordinary Resolution of the Class B Sixth Issuer Noteholders to
sanction a modification of, or any waiver or authorisation of any
breach or proposed breach of, any of the provisions of the Transaction
Documents or these Conditions shall take effect unless it shall have
been sanctioned by an Extraordinary Resolution of the Class C Sixth
280
Issuer Noteholders or the Note Trustee is of the opinion that it would
not be materially prejudicial to the interests of the Class C Sixth
Issuer Noteholders.
(E) MODIFICATIONS AND DETERMINATIONS BY NOTE TRUSTEE
The Note Trustee may agree to, or authorise, without the consent of the Sixth
Issuer Noteholders, (i) any modification of, or to the waiver or authorisation
of any breach or proposed breach of, these Conditions or any of the Sixth Issuer
Transaction Documents, which is not, in the sole opinion of the Note Trustee,
materially prejudicial to the interests of the Sixth Issuer Noteholders or (ii)
any modification of these Conditions or any of the Sixth Issuer Transaction
Documents which, in the sole opinion of the Note Trustee, is to correct a
manifest error or an error established as such to the satisfaction of the Note
Trustee or is of a formal, minor or technical nature (and for the avoidance of
doubt, the Note Trustee 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 Sixth Issuer Noteholders
if each of the Rating Agencies has confirmed in writing that the then current
ratings of the applicable series and/or class or classes of Sixth Issuer Notes
would not be adversely affected by such modification, waiver or authorisation).
The Note Trustee may also, without the consent of the Sixth Issuer Noteholders,
determine that any Sixth Issuer Event of Default shall not, or shall not subject
to specified conditions, be treated as such. Any such modification, waiver,
authorisation or determination shall be binding on the Sixth Issuer Noteholders
and, unless the Note Trustee agrees otherwise, any such modification shall be
notified to the Sixth Issuer Noteholders and the Rating Agencies in accordance
with Condition 14 as soon as practicable thereafter.
(F) EXERCISE OF NOTE TRUSTEE'S FUNCTIONS
Where the Note Trustee is required, in connection with the exercise of its
powers, trusts, authorities, duties and discretions, to have regard to the
interests of the Sixth Issuer Noteholders of any series or class, it shall have
regard to the interests of such Sixth Issuer Noteholders as a class and, in
particular but without prejudice to the generality of the foregoing, the Note
Trustee shall not have regard to, or be in any way liable for, the consequences
of such exercise for individual Sixth Issuer 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. In connection with any
such exercise, the Note Trustee shall not be entitled to require, and no Sixth
Issuer Noteholder shall be entitled to claim, from the Sixth Issuer or any other
person, any indemnification or payment in respect of any tax consequence of any
such exercise upon individual Sixth Issuer Noteholders.
12. INDEMNIFICATION OF THE NOTE TRUSTEE AND THE SECURITY TRUSTEE
The Sixth Issuer Trust Deed and the Sixth Issuer Deed of Charge contain
provisions governing the responsibility (and relief from responsibility) of the
Note Trustee and the Security Trustee, respectively, and providing for their
indemnification in certain circumstances, including provisions relieving them
from taking enforcement proceedings or, in the case of the Security Trustee,
enforcing the Sixth Issuer Security unless indemnified and/or secured to their
satisfaction.
The Note Trustee and the Security Trustee and their related companies are
entitled to enter into business transactions with the Sixth Issuer, the Sixth
Issuer Cash Manager and/ or the related companies of any of them and to act as
note trustee and security trustee, respectively, for the holders of any notes
issued by a new issuer and/or any other person who is a party to any Sixth
Issuer Transaction Document or whose obligations are comprised in the Sixth
Issuer Security and/or any of their subsidiary or associated companies without
accounting for any profit resulting therefrom.
281
Neither the Note Trustee nor the Security Trustee will be responsible for any
loss, expense or liability which may be suffered as a result of any assets
comprised in the Sixth Issuer Security, or any deeds or documents of title
thereto, being uninsured or inadequately insured or being held by clearing
organisations or their operators or by intermediaries such as banks, brokers or
other similar persons on behalf of the Note Trustee and/or the Security Trustee.
13. REPLACEMENT OF SIXTH ISSUER NOTES
If any Sixth Issuer Note is mutilated, defaced, lost, stolen or destroyed, it
may be replaced at the specified office of the Registrar. Replacement of any
mutilated, defaced, lost, stolen or destroyed Sixth Issuer Notes will only be
made on payment of such costs as may be incurred in connection therewith and on
such terms as to evidence and indemnity as the Sixth Issuer may reasonably
require. Mutilated or defaced Sixth Issuer Notes must be surrendered before new
ones will be issued.
14. NOTICE TO SIXTH ISSUER NOTEHOLDERS
(A) PUBLICATION OF NOTICE
Any notice to Sixth Issuer Noteholders shall be validly given if published in:
(i) the Financial Times; and
(ii) for so long as amounts are outstanding in respect of the Dollar Sixth
Issuer Notes, the New York Times;
or, if any such newspaper shall cease to be published or, if timely publication
therein is not practicable, in such other English newspaper or newspapers as the
Note Trustee shall approve in advance having a general circulation in the United
Kingdom and the United States, provided that if, at any time, the Sixth Issuer
procures that the information concerned in such notice shall appear on a page of
the Reuters screen, or any other medium for electronic display of data as may be
previously approved in writing by the Note Trustee and notified to Sixth Issuer
Noteholders (in each case a RELEVANT SCREEN), publication in the newspapers set
out above or such other newspaper or newspapers shall not be required with
respect to such information. Any such notice shall be deemed to have been given
on the date of such publication or, if published more than once or on different
dates, on the first date on which publication shall have been made in the
newspaper or newspapers in which (or on the Relevant Screen on which)
publication is required.
In addition, notices to Sixth Issuer Noteholders will be sent to them by first
class post (or its equivalent) or (if posted to an address outside the United
Kingdom) by airmail at the respective addresses on the Register. Any such notice
will be deemed to have been given on the fourth day after the date of posting.
Whilst the Sixth Issuer Notes are represented by Global Sixth Issuer Notes,
notices to Sixth Issuer Noteholders will be valid if published as described
above, or, at the option of the Sixth Issuer, if delivered to DTC in the case of
the Dollar Global Sixth Issuer Notes, or to Euroclear and/or Clearstream,
Luxembourg in the case of the Reg S Global Sixth Issuer Notes, for communication
by them to Sixth Issuer Noteholders. Any notice delivered to DTC, Euroclear
and/or Clearstream, Luxembourg, as aforesaid shall be deemed to have been given
on the day of such delivery.
(B) NOTE TRUSTEE'S DISCRETION TO SELECT ALTERNATIVE METHOD
The Note Trustee shall be at liberty to sanction some other method of giving
notice to the Sixth Issuer Noteholders or category of them if, in its sole
opinion, such other method is reasonable having regard to market practice then
prevailing and to the requirements of the stock exchanges, competent listing
authorities
282
and/or quotation systems on or by which the Sixth Issuer Notes are then listed,
quoted and/or traded and provided that notice of such other method is given to
the Sixth Issuer Noteholders in such manner as the Note Trustee shall require.
15. RATING AGENCIES
If:
(i) a confirmation of rating or other response by a Rating Agency is a
condition to any action or step under any Transaction Document; and
(ii) a written request for such confirmation or response is delivered to
each Rating Agency by the Sixth Issuer (copied to the Note Trustee
and/or the Security Trustee, as applicable) 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 confirmation or response could not be
given; and
(iii) at least 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 (ii) so that there shall be no requirement for
the confirmation or response from the Non-Responsive Rating Agency.
The Note Trustee and/or the Security Trustee, as applicable, shall be entitled
to treat as conclusive a certificate by any director, officer or employee of the
Sixth Issuer, Funding 1, the Seller, any investment bank or financial adviser
acting in relation to the Sixth Issuer Notes as to any matter referred to in
(ii) in the absence of manifest error or the Note Trustee and/or the Security
Trustee, as applicable, having facts contradicting such certificates
specifically drawn to his attention and the Note Trustee and/or the Security
Trustee, as applicable, shall not be responsible for any loss, liability, costs,
damages, expenses or inconvenience that may be caused as a result.
16. GOVERNING LAW AND JURISDICTION
The Sixth Issuer Transaction Documents and the Sixth Issuer Notes are governed
by, and shall be construed in accordance with, English law. The courts of
England are to have non-exclusive jurisdiction to settle any disputes which may
arise out of or in connection with the Sixth Issuer Notes and the Sixth Issuer
Transaction Documents. The Sixth Issuer and the other parties to the Sixth
Issuer Transaction Documents irrevocably submit therein to the nonexclusive
jurisdiction of the courts of England.
17. DEFINITIONS
Unless otherwise defined in these Conditions or unless the context otherwise
requires, in these Conditions the following words shall have the following
meanings and any other capitalised terms used in these Conditions shall have the
meanings ascribed to them in the Master Definitions and Construction Schedules:
ASSET TRIGGER EVENT means the event that occurs when there is a positive
balance on the AAA Principal Deficiency Sub-Ledger. The terms of an Asset
Trigger Event may change if Funding 1 enters into a new intercompany loan
agreement;
283
AUTHORISED INVESTMENTS means (i) Sterling gilt edged investments and (ii)
Sterling demand or time deposits, certificates of deposit and short term
debt obligations (including commercial paper) (which may include deposits
in any account which earns a rate of interest related to LIBOR) provided
that in all cases such investments have a maturity date of 90 days or less
and mature on or before the next Interest Payment Date and the short term
unsecured, unguaranteed and unsubordinated debt obligations of the issuing
or guaranteeing entity or entity with which the demand or time deposits are
made (being an authorised institution under the Act) are rated A1+ by
Standard and Poor's, F1+ by Fitch and P1 by Moody's or which are otherwise
acceptable to the Rating Agencies (if they are notified in advance) to
maintain the current ratings of the Sixth Issuer Notes;
DOLLAR SIXTH ISSUER NOTES means the Series 1 Sixth Issuer Notes and the
Series 2 Sixth Issuer Notes;
EURO SIXTH ISSUER NOTES means the Series 4 Sixth Issuer Notes;
FINAL MATURITY DATE means in respect of each class of Sixth Issuer Notes,
the Interest Payment Date falling in the following months:
CLASS INTEREST PAYMENT DATE
FALLING IN
Series 1 Class A Sixth Issuer Notes [September 2005]
Series 1 Class B Sixth Issuer Notes June 2042
Series 1 Class C Sixth Issuer Notes June 2042
Series 2 Class A Sixth Issuer Notes [December 2011]
Series 2 Class B Sixth Issuer Notes June 2042
Series 2 Class C Sixth Issuer Notes June 2042
Series 3 Class A Sixth Issuer Notes [September 2032]
Series 3 Class B Sixth Issuer Notes June 2042
Series 3 Class C Sixth Issuer Notes June 2042
Series 4 Class A Sixth Issuer Notes June 2042
Series 4 Class B Sixth Issuer Notes June 2042
Series 4 Class C Sixth Issuer Notes June 2042
Series 5 Class A1 Sixth Issuer Notes June 2042
Series 5 Class A2 Sixth Issuer Notes June 2042
Series 5 Class B Sixth Issuer Notes June 2042
Series 5 Class C Sixth Issuer Notes June 2042
SIXTH ISSUER DOLLAR CURRENCY EXCHANGE RATE means the rate at which Dollars
are converted to Sterling or, as the case may be, sterling is converted to
Dollars under the relevant Sixth Issuer Dollar Currency Swap or, if there
is no relevant Sixth Issuer Dollar Currency Swap in effect at such time,
the spot rate at which Dollars are converted to Sterling or, as the case
may be, Sterling is converted to Dollars on the foreign exchange markets;
SIXTH ISSUER DOLLAR CURRENCY SWAP AGREEMENTS means collectively the ISDA
master agreements, schedules and confirmations (as amended or supplemented
from time to time) relating to the Sixth Issuer Dollar Currency Swaps to be
entered into on or before the Closing Date between the Sixth Issuer, the
relevant Sixth Issuer Dollar Currency Swap Provider and the Security
Trustee;
SIXTH ISSUER DOLLAR CURRENCY SWAP PROVIDERS means each of the Series 1
Sixth Issuer Dollar Currency Swap Provider and the Series 2 Sixth Issuer
Dollar Currency Swap Provider;
284
SIXTH ISSUER DOLLAR CURRENCY SWAPS means the Sterling-Dollar currency swaps
which enable the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Dollar Sixth Issuer Notes;
SIXTH ISSUER EURO CURRENCY EXCHANGE RATE means the rate at which euro are
converted to Sterling or, as the case may be, Sterling is converted to euro
under the relevant Sixth Issuer Euro Currency Swap or, if there is no
relevant Sixth Issuer Euro Currency Swap in effect at such time, the spot
rate at which Euro are converted to Sterling or, as the case may be,
Sterling is converted to euro on the foreign exchange markets;
SIXTH ISSUER EURO CURRENCY SWAP AGREEMENTS means the ISDA master
agreements, schedules and confirmations (as amended or supplemented from
time to time) relating to the Sixth Issuer Euro Currency Swaps to be
entered into on the Closing Date between the Sixth Issuer, the Sixth Issuer
Euro Currency Swap Provider and the Security Trustee;
SIXTH ISSUER EURO CURRENCY SWAP PROVIDER means the Series 4 Sixth Issuer
Euro Currency Swap Provider;
SIXTH ISSUER EURO CURRENCY SWAPS means the Sterling-Euro currency swaps
which enable the Sixth Issuer to receive and pay amounts under the Sixth
Issuer Intercompany Loan in sterling and to receive and pay amounts under
the Euro Sixth Issuer Notes;
SIXTH ISSUER INTERCOMPANY LOAN means the loan of the Term Advances made by
the Sixth Issuer to Funding 1 under the Sixth Issuer Intercompany Loan
Agreement on or about the Closing Date;
SIXTH ISSUER INTERCOMPANY LOAN AGREEMENT means the Sixth Issuer
Intercompany Loan Confirmation and the Intercompany Loan Terms and
Conditions together entered into on or about the Closing Date by the Sixth
Issuer, Funding 1 and the Security Trustee;
SIXTH ISSUER INTERCOMPANY LOAN CONFIRMATION means the loan confirmation in
respect of the Sixth Issuer Intercompany Loan Agreement entered into on or
about the Closing Date and made between the Funding 1, the Sixth Issuer and
the Security Trustee;
SIXTH ISSUER INTEREST RATE SWAP AGREEMENT means collectively the ISDA
Master Agreement, schedule and confirmation (as amended, supplemented or
replaced from time to time) relating to the Sixth Issuer Interest Rate Swap
to be entered into on or before the Closing Date between the Sixth Issuer,
the Sixth Issuer Interest Rate Swap Provider and the Security Trustee;
SIXTH ISSUER INTEREST RATE SWAP PROVIDER means HBOS Treasury Services plc
or such other swap provider appointed from time to time in relation to the
interest rate swap for the Series 5 Class A1 Sixth Issuer Notes;
SIXTH ISSUER INTEREST RATE SWAP means the fixed-for-floating interest rate
swap which will enable the Sixth Issuer to receive a floating rate of
interest from Funding 1 in respect of the Series 5A1 Sixth Issuer Term AAA
Advance of the Sixth Issuer Term AAA Advances and pay interest amounts on
the Series 5 Class A1 Sixth Issuer Notes with reference to a fixed rate of
interest;
SIXTH ISSUER NOTEHOLDERS means the holders for the time being of the Sixth
Issuer Notes, or if preceded by a particular series and class designation
of Sixth Issuer Notes, the holders for the time being of such series and
class of Sixth Issuer Notes;
285
SIXTH ISSUER NOTES means the Class A Sixth Issuer Notes, the Class B Sixth
Issuer Notes and the Class C Sixth Issuer Notes;
SIXTH ISSUER SUBSCRIPTION AGREEMENTS means a subscription agreement in
relation to the Reg S Sixth Issuer Notes (other than the Series 3 Class A
Sixth Issuer Notes and the Series 5 Class 5 A1 Sixth Issuer Notes) between,
inter alios, the Sixth Issuer and the Managers (as defined therein) and a
subscription agreement in relation to the Series 3 Class A Sixth Issuer
Notes and the Series 5 Class A1 Sixth Issuer Notes between, inter alios,
the Sixth Issuer and HBOS Treasury Services plc;
SIXTH ISSUER SWAP AGREEMENTS means the Sixth Issuer Dollar Currency Swap
Agreements, the Sixth Issuer Euro Currency Swap Agreements and the Sixth
Issuer Interest Rate Swap Agreement;
SIXTH ISSUER TRANSACTION ACCOUNT means the Sterling account in the name of
the Sixth Issuer held with Bank of Scotland situated at 116 Wellington
Street, Leeds LS1 4LT (or such other accounts at such other banks as may
from time to time become a Sixth Issuer Transaction Account in accordance
with the Sixth Issuer Transaction Documents);
SIXTH ISSUER TRANSACTION DOCUMENTS means the Servicing Agreement, the
Mortgages Trust Deed, the Cash Management Agreement, the Sixth Issuer
Corporate Services Agreement, the Funding 1 Corporate Services Agreement,
the Sixth Issuer Intercompany Loan Agreement, the Funding 1 Deed of Charge,
the Funding 1 Guaranteed Investment Contract, the Mortgages Trustee
Guaranteed Investment Contract, the Funding 1 Liquidity Facility Agreement,
the Bank Account Agreement, the Sixth Issuer Bank Account Agreement, the
Sixth Issuer Deed of Charge, the Sixth Issuer Trust Deed, the Sixth Issuer
Paying Agent and Agent Bank Agreement, the Sixth Issuer Cash Management
Agreement, the Sixth Issuer Post-Enforcement Call Option Agreement, the
Sixth Start-up Loan Agreement, the Sixth Issuer Swap Agreements, the Sixth
Issuer Underwriting Agreement, the Sixth Issuer Subscription Agreements and
such other related documents which are referred to in the terms of the
above documents or which relate to the issue of the Sixth Issuer Notes;
INTERCOMPANY LOAN TERMS AND CONDITIONS means the standard terms and
conditions incorporated into the Sixth Issuer Intercompany Loan Agreement
and signed for the purposes of identification by the Security Trustee, the
Agent Bank and Funding 1 on 14th June, 2002;
NON-ASSET TRIGGER EVENT means the occurrence of any of the following events
on a Calculation Date: (a) an Insolvency Event which occurs in relation to
the Seller on or about that Calculation Date; (b) the role of the Seller as
Servicer under the Servicing Agreement is terminated and a new Servicer is
not appointed within 60 days; (c) as at the Calculation Date immediately
preceding that Calculation Date, the Seller Share is equal to or less than
the Minimum Seller Share; or (d) the Outstanding Principal Balance of Loans
comprising the Trust Property at that date (i) during the period from and
including the Closing Date to but excluding the Interest Payment Date in
[September 2005] is less than [GBP][27,000,000,000] or (ii) during the
period from and including the interest payment date in [September 2005] to
but excluding the Interest Payment Date in [September 2009] is less than
[GBP][24,000,000,000]. The terms of a Non-Asset Trigger Event may change
if Funding 1 enters into a new Intercompany loan agreement;
RATING AGENCIES means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch
Ratings Ltd or such other
286
internationally recognised credit rating agencies from time to time rating
the Sixth Issuer Notes;
REGISTRAR means Citibank, N.A. at 5 Carmelite Street, London EC4Y 0PA;
REG S SIXTH ISSUER NOTES means the Series 3 Issuer Notes, the Series 4
Issuer Notes and the Series 5 Issuer Notes;
SERIES 1 CLASS A SIXTH ISSUER NOTES means the $[1,000,000,000] series 1
class A asset backed floating rate Sixth Issuer Notes due [September 2005];
SERIES 1 CLASS B SIXTH ISSUER NOTES means the $[35,800,000] series 1 class
B asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 1 CLASS C SIXTH ISSUER NOTES means the $[34,700,000] series 1 class
C asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 2 CLASS A SIXTH ISSUER NOTES means the $[1,000,000,000] series 2
class A asset backed floating rate Sixth Issuer Notes due [December 2011];
SERIES 2 CLASS B SIXTH ISSUER NOTES means the $[35,800,000] series 2 class
B asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 2 CLASS C SIXTH ISSUER NOTES means the $[34,700,000] series 2 class
C asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 3 CLASS A SIXTH ISSUER NOTES means the [GBP][1,000,000,000] series 3
class A asset backed floating rate Sixth Issuer Notes due [September 2032];
SERIES 3 CLASS B SIXTH ISSUER NOTES means the [GBP][35,300,000] series 3
class B asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 3 CLASS C SIXTH ISSUER NOTES means the [GBP][34,200,000] series 3
class C asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 4 CLASS A SIXTH ISSUER NOTES means the [EURO][750,000,000] series 4
class A asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 4 CLASS B SIXTH ISSUER NOTES means the [EURO][26,100,000] series 4
class B asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 4 CLASS C SIXTH ISSUER NOTES means the [EURO][25,300,000] series 4
class C asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 5 CLASS A SIXTH ISSUER NOTES means the Series 5 Class A1 Sixth
Issuer Notes and the Series 5 Class A2 Sixth Issuer Notes;
SERIES 5 CLASS A1 SIXTH ISSUER NOTES means the [GBP][500,000,000] series 5
class A1 asset backed fixed-floating rate Sixth Issuer Notes due June 2042;
SERIES 5 CLASS A2 SIXTH ISSUER NOTES means the [GBP][500,000,000] series 5
class A2 asset backed floating rate Sixth Issuer Notes due June 2042;
287
SERIES 5 CLASS B SIXTH ISSUER NOTES means the [GBP][34,800,000] series 5
class B asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 5 CLASS C SIXTH ISSUER NOTES means the [GBP][33,700,000] series 5
class C asset backed floating rate Sixth Issuer Notes due June 2042;
SERIES 1 SIXTH ISSUER DOLLAR CURRENCY SWAP PROVIDER means Swiss Re
Financial Products Corporation or such other swap provider appointed from
time to time in relation to the Series 1 Sixth Issuer Notes;
SERIES 2 SIXTH ISSUER DOLLAR CURRENCY SWAP PROVIDER means Banque AIG,
London Branch or such other swap provider appointed from time to time in
relation to the Series 2 Sixth Issuer Notes;
SERIES 4 SIXTH ISSUER EURO CURRENCY SWAP PROVIDER means Citibank, N.A.,
London Branch or such other swap provider appointed from time to time in
relation to the Series 4 Sixth Issuer Notes;
SERIES 1 SIXTH ISSUER NOTES means collectively the Series 1 Class A Sixth
Issuer Notes, the Series 1 Class B Sixth Issuer Notes and the Series 1
Class C Sixth Issuer Notes;
SERIES 2 SIXTH ISSUER NOTES means collectively the Series 2 Class A Sixth
Issuer Notes, the Series 2 Class B Sixth Issuer Notes and the Series 2
Class C Sixth Issuer Notes;
SERIES 3 SIXTH ISSUER NOTES means collectively the Series 3 Class A Sixth
Issuer Notes, the Series 3 Class B Sixth Issuer Notes and the Series 3
Class C Sixth Issuer Notes;
SERIES 4 SIXTH ISSUER NOTES means collectively the Series 4 Class A Sixth
Issuer Notes, the Series 4 Class B Sixth Issuer Notes and the Series 4
Class C Sixth Issuer Notes;
SERIES 5 SIXTH ISSUER NOTES means collectively the Series 5 Class A Sixth
Issuer Notes, the Series 5 Class B Sixth Issuer Notes and the Series 5
Class C Sixth Issuer Notes;
STERLING SIXTH ISSUER NOTES means the Series 3 Sixth Issuer Notes and the
Series 5 Sixth Issuer Notes;
TRANSACTION DOCUMENTS means the Sixth Issuer Transaction Documents and
those documents to which any new issuers will be a party in relation to the
notes issued by such new issuers;
TRIGGER EVENT means an Asset Trigger Event or a Non-Asset Trigger Event, as
the case may be; and
any reference to a CLASS of Sixth Issuer Notes or of Sixth Issuer
Noteholders shall be a reference to the class of any of the Series 1 Sixth
Issuer Notes, the Series 2 Sixth Issuer Notes, the Series 3 Sixth Issuer
Notes, the Series 4 Sixth Issuer Notes or the Series 5 Sixth Issuer Notes,
as the context requires. Any reference to a SERIES of Sixth Issuer Notes
shall be a reference, as the context requires, to the Series 1 Sixth Issuer
Notes, the Series 2 Sixth Issuer Notes, the Series 3 Sixth Issuer Notes,
the Series 4 Sixth Issuer Notes or the Series 5 Sixth Issuer Notes.
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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 Sixth Issuer Notes (represented
by a Global Sixth Issuer Note and not being Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Notes (represented by a
Global Sixth Issuer Note and not being Sixth 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
Sixth 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
Sixth Issuer Note which is to be released or (as the
case may require) the Sixth Issuer Note or Sixth
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 Sixth Issuer in accordance with
paragraph 17 hereof of the necessary amendment to
the block voting instruction;
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(B) it is certified that each holder of such Sixth Issuer
Notes has instructed such Paying Agent that the vote(s)
attributable to the Sixth Issuer Note or Sixth 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 Sixth 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 Sixth 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) SIXTH ISSUER NOTES and NOTEHOLDERS shall mean:
(A) in connection with a single meeting of Class A Sixth
Issuer Noteholders, Class A Sixth Issuer Notes and Class
A Sixth Issuer Noteholders, respectively;
(B) in connection with a meeting of Class B Sixth Issuer
Noteholders, Class B Sixth Issuer Notes and Class B Sixth
Issuer Noteholders respectively; and
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(C) in connection with a meeting of Class C Sixth Issuer
Noteholders, Class C Sixth Issuer Notes and Class C Sixth
Issuer Noteholders respectively.
(b) A holder of a Sixth Issuer Note represented by a Global Sixth Issuer
Note may obtain a voting certificate in respect of such Sixth Issuer
Note from a Paying Agent or require a Paying Agent to issue a block
voting instruction in respect of such Sixth Issuer Note or by such
Sixth 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 Sixth 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 Sixth Issuer Notes.
(c) (i) A holder of Definitive Sixth 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 Sixth 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 Sixth Issuer Notes to which such appointment
relates and the holder of the Definitive Sixth Issuer Notes
shall be deemed for such purposes not to be the holder.
(d) For so long as any Sixth Issuer Notes is represented by a Sixth
Issuer Global Note registered in the name of DTC or its nominee, DTC
may mail an Omnibus Proxy to the Sixth 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 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
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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 Sixth 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 Sixth Issuer Notes for the time being
outstanding convene a meeting of the Noteholders and if the Sixth 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) Sixth Issuer Notes represented by a
Global Sixth 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 Sixth
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 Sixth Issuer (unless the meeting is
convened by the Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Notes (or,
at any adjourned meeting, two or more persons being or representing
Noteholders whatever the aggregate Principal Amount Outstanding of the
Sixth Issuer Notes so held or represented) PROVIDED THAT at any meeting the
business of which includes the passing of an Extraordinary Resolution to
sanction any of the following matters (each a BASIC TERMS MODIFICATION)
namely:
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(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 Sixth Issuer Notes;
(b) alteration of the currency in which payments under the Sixth 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 Sixth 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 Sixth
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 Sixth
Issuer Notes or voting certificates or being proxies or representatives
(whatever the principal amount of the Sixth 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 Sixth 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 Sixth Issuer Notes for the time being outstanding.
7 Notice of any adjourned meeting at which an Extraordinary Resolution is to
be submitted shall be given in the same manner as notice of an original
meeting but as if 10 were
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substituted for 21 in paragraph 3 above and such notice shall state the
relevant quorum. Subject as aforesaid it shall not be necessary to give any
notice of an adjourned meeting.
8 Every question submitted to a meeting shall be decided in the first
instance by a show of hands and in case of equality of votes the Chairman
shall both on a show of hands and on a poll have a casting vote in addition
to the vote or votes (if any) to which he may be entitled as a Noteholder
or as a holder of a voting certificate or as a proxy or as a
representative.
9 At any meeting unless a poll is (before or on the declaration of the result
of the show of hands) demanded by the Chairman, the Sixth Issuer, the Note
Trustee or any person present holding a Definitive Sixth Issuer Note or a
voting certificate or being a proxy or representative (whatever the
principal amount of the Sixth 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 Sixth Issuer Trust Deed and any director
or officer of the Sixth 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 Sixth Issuer Trust Deed unless he either produces Sixth Issuer
Note(s) or a voting certificate or is a proxy or a representative or is the
holder of a Definitive Sixth Issuer Note or Definitive Sixth Issuer Notes.
No person shall be entitled to vote at any meeting in respect of Sixth
Issuer Notes held by, for the benefit of, or on behalf of, the Sixth 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 Sixth 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 Sixth 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 [GBP]1, U.S.$1 or [EURO]1 (or such other amount as
the Note Trustee may in its absolute discretion stipulate) in
principal amount of the Sixth 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
Sixth Issuer Note from the holder thereof by the Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Issuer Trust Deed or any other Transaction
Document which shall be proposed by the Sixth 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 Sixth 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 Sixth
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 Sixth 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 Sixth Issuer Notes for or the conversion of the Sixth Issuer
Notes into or the cancellation of the Sixth Issuer Notes in
consideration of shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or notes of the Sixth 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 Sixth Issuer Notes held by them in favour
of the persons with or to whom the Sixth Issuer Notes are to be
exchanged or sold respectively,
PROVIDED THAT:
(i) no Extraordinary Resolution of the Class A Sixth Issuer Noteholders
or the Class B Sixth Issuer Noteholders or the Class C Sixth Issuer
Noteholders to sanction a modification of the Conditions, the Sixth
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 Sixth 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 Sixth Issuer
Noteholders) the Class B Sixth Issuer Noteholders and the
Class C Sixth Issuer Noteholders or (in the case of an
Extraordinary Resolution of the Class B Sixth Issuer
Noteholders) the Class C Sixth Issuer Noteholders; or
(B) it shall have been sanctioned by an Extraordinary Resolution
of (in the case of an Extraordinary Resolution of the Class A
Sixth Issuer Noteholders) the
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Class B Sixth Issuer Noteholders and the Class C Sixth Issuer
Noteholders or (in the case of an Extraordinary Resolution of
the Class B Sixth Issuer Noteholders) the Class C Sixth Issuer
Noteholders;
(ii) no Extraordinary Resolution of the Class B Sixth Issuer
Noteholders shall be effective for any purpose while any
Class A Sixth 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 Sixth Issuer Noteholders or (B) it is
sanctioned by an Extraordinary Resolution of the Class A
Sixth Issuer Noteholders; and
(iii) no Extraordinary Resolution of the Class C Sixth Issuer
Noteholders shall be effective for any purpose while any
Class B Sixth Issuer Notes or Class A Sixth 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 Sixth Issuer Noteholders
and/or the Class B Sixth Issuer Noteholders (as the case
may be) or (B) it is sanctioned by an Extraordinary
Resolution of the Class A Sixth Issuer Noteholders and/or
the Class B Sixth 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 Sixth 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 Sixth
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 Sixth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class A Sixth 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
Sixth 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 Sixth
Issuer Notes, shall be deemed to have been duly passed if passed at
a single meeting of the holders of such two or more classes series
of the Class A Sixth 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
Sixth 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 Sixth 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 Sixth Issuer Notes, it
shall be duly passed at separate meetings of the holders of such two
or more classes of the Class A Sixth Issuer Notes.
(d) In the case of a single meeting of the holders of the two or more
classes of the Class A Sixth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class A Sixth Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rate
and
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the Principal Amount Outstanding of any Class A Sixth 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 Sixth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class B Sixth 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
Sixth 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 Sixth
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 Sixth 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
Sixth 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 Sixth 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 Sixth Issuer Notes, it
shall be duly passed at separate meetings of the holders of such two
or more classes of the Class B Sixth Issuer Notes.
(d) In the case of a single meeting of the holders of the two or more
classes of the Class B Sixth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class B Sixth 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 Sixth 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 C Sixth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class C Sixth 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
Sixth 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 Sixth
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 Sixth 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
Sixth 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 Sixth 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 Sixth Issuer Notes, it
shall be duly passed at separate meetings of the holders of such two
or more classes of the Class C Sixth Issuer Notes.
(d) In the case of a single meeting of the holders of the two or more
classes of the Class C Sixth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class C Sixth Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rates
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and the Principal Amount Outstanding of any Class C Sixth Issuer
Note denominated in euro shall be converted into sterling at the
relevant Euro Currency Swap Rate.
23 The expression EXTRAORDINARY RESOLUTION when used in the Sixth Issuer Trust
Deed means (a) a resolution passed at a meeting of the Noteholders of a
relevant class of Sixth 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 Sixth
Issuer Notes, which resolution in writing may be contained in one document
or in several documents in like form each signed by or on behalf of one or
more of the Noteholders of a relevant class of Sixth Issuer Notes.
24 Minutes of all resolutions and proceedings at every meeting of the
Noteholders shall be made and entered in books to be from time to time
provided for that purpose by the Sixth Issuer and any such Minutes as
aforesaid if purporting to be signed by the Chairman of the meeting at
which such resolutions were passed or proceedings transacted shall be
conclusive evidence of the matters therein contained and until the contrary
is proved every such meeting in respect of the proceedings of which Minutes
have been made shall be deemed to have been duly held and convened and all
resolutions passed or proceedings transacted thereat to have been duly
passed or transacted.
25 Subject to all other provisions of the Sixth Issuer Trust Deed the Note
Trustee may without the consent of the Sixth 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 SIXTH ISSUER
EXECUTED and DELIVERED as a DEED by )
PERMANENT FINANCING (NO. 6) PLC )
acting by two directors )
Director
Director
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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