Exhibit 4.11
EXECUTION COPY
SEVENTH ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT
DATED 23RD MARCH, 2005
PERMANENT FINANCING (NO. 7) PLC
AS SEVENTH ISSUER
AND
PERMANENT PECOH LIMITED
AS POST-ENFORCEMENT CALL OPTION HOLDER
AND
THE BANK OF NEW YORK
AS SECURITY TRUSTEE AND NOTE TRUSTEE
ALLEN & OVERY
ALLEN & OVERY LLP
LONDON
CONTENTS
CLAUSE PAGE
1. Interpretation..........................................................1
2. Option..................................................................1
3. Consideration...........................................................2
4. Acknowledgement.........................................................2
5. Notices.................................................................2
6. Exclusion of Third Party Rights.........................................3
7. Counterparts............................................................3
8. Governing Law...........................................................3
9. Submission to Jurisdiction..............................................3
Signatories..................................................................4
THIS SEVENTH ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT is made on
23rd March, 2005
BETWEEN:
(1) PERMANENT FINANCING (NO. 7) PLC (registered number 5330776), a public
limited company incorporated under the laws of England and Wales whose
registered office is at Blackwell House, Guildhall Yard, London EC2V 5AE
(the SEVENTH ISSUER);
(2) PERMANENT PECOH LIMITED (registered number 4267666), a private limited
company incorporated under the laws of England and Wales whose registered
office is at Blackwell House, Guildhall Yard, London EC2V 5AE (the
POST-ENFORCEMENT CALL OPTION Holder);
(3) THE BANK OF NEW YORK, a New York banking corporation whose London branch
office is at 48th Floor, One Canada Square, London E14 5AL (acting in its
capacity as the SECURITY TRUSTEE); and
(4) THE BANK OF NEW YORK, a New York banking corporation whose London branch
office is at 48th Floor, One Canada Square, London E14 5AL (acting in its
capacity as the NOTE TRUSTEE).
IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated 23rd
March, 2005, (as the same may be varied or supplemented from time to time
with the consent of the parties to this Agreement) (the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULE) and the seventh issuer master
definitions and construction schedule, signed for the purposes of
identification by Allen & Overy LLP and Sidley Austin Brown & Wood on
23rd March, 2005 (as the same may be amended, varied or supplemented from
time to time with the consent of the parties to this Agreement) (the
SEVENTH ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are
expressly and specifically incorporated into this Agreement and,
accordingly, the expressions defined in the Master Definitions and
Construction Schedule and the Seventh 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 Agreement,
including the Recitals hereto and this Agreement shall be construed in
accordance with the interpretation provisions set out in CLAUSE 2 of the
Master Definitions and Construction Schedule and the Seventh Issuer
Master Definitions and Construction Schedule.
2. OPTION
2.1 In the event that the Seventh Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Class B Seventh
Issuer Notes or the Class C Seventh Issuer Notes (as the case may be)
under the Seventh 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 Seventh Issuer
Notes or the Class C Seventh Issuer Notes (as the case may be) and all
other claims ranking pari passu therewith, then the Class B Seventh
Issuer Noteholders or the Class C Seventh Issuer Noteholders (as the case
may be) shall, upon the Seventh Issuer Security having been enforced and
realised to the maximum
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possible extent as certified by the Security Trustee, be forthwith
entitled to their respective shares of such remaining proceeds (as
determined in accordance with the provisions of the Seventh Issuer Deed
of Charge) and the date upon which payment to each Class B Seventh Issuer
Noteholder or Class C Seventh Issuer Noteholder (as the case may be) is
made shall be called the OPTION EXERCISE DATE.
2.2 The Note Trustee hereby grants, and the Seventh Issuer hereby
acknowledges, an option (the OPTION), under which the Note Trustee has no
personal liability, exercisable by the Post-Enforcement Call Option
Holder (or by any designated subsidiary of the Post-Enforcement Call
Option Holder, to be designated by notice from the Post-Enforcement Call
Option Holder to the Note Trustee and the Security Trustee at the
discretion of the Post-Enforcement Call Option Holder (the DESIGNATED
Subsidiary)) permitting the Post-Enforcement Call Option Holder (or any
Designated Subsidiary) to acquire at any time on or after the Option
Exercise Date all (but not some only) of the Relevant Seventh Issuer
Notes (as defined below) outstanding as at the Option Exercise Date,
together with accrued interest thereon (RELEVANT SEVENTH ISSUER NOTES
being for the purposes of this Agreement, all the Class B SEVENTH Issuer
Notes and all the Class C Seventh Issuer Notes).
2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder
(or the Designated Subsidiary) by notice from the Post-Enforcement Call
Option Holder (or the Designated Subsidiary) to the Note Trustee, the
Security Trustee and the Seventh Issuer Noteholders in accordance with
Condition 15.
3. CONSIDERATION
The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
shall pay to the Seventh Issuer Noteholders in respect of the exercise of
the Option, the sum of one pence sterling, one euro cent or one dollar
cent (as appropriate) in respect of each Class B Seventh Issuer Note and
each Class C Seventh Issuer Note then outstanding.
4. ACKNOWLEDGEMENT
Each of the Security Trustee and Note Trustee acknowledges that the Class
B Seventh Issuer Notes and the Class C Seventh Issuer Notes are to be
issued subject to the Option and the Note Trustee hereby grants the
Option but does so entirely without warranty, responsibility or liability
as to its effectiveness or otherwise on the part of the Note Trustee to
the Seventh Issuer Noteholders or any other person. In accordance with
the Conditions, each of the relevant Seventh Issuer Noteholders, by
subscribing for or purchasing the Class B Seventh Issuer Notes or the
Class C Seventh Issuer Notes (as the case may be), shall, upon
subscription or purchase, be deemed to have agreed to be bound by and, to
the extent necessary, to have ratified the granting of the Option.
5. NOTICES
Save as otherwise provided herein, any notices to be given pursuant to
this Agreement to any of the parties hereto shall be sufficiently served
if sent by prepaid first class post, by hand or facsimile transmission
and shall be deemed to be given (in the case of facsimile transmission)
when despatched, (where delivered by hand) on the day of delivery if
delivered before 5.00 p.m. on a London Business Day or on the next London
Business Day if delivered thereafter or on a day which is not a London
Business Day or (in the case of first class post) when it would be
received in the ordinary course of the post and shall be sent:
(a) in the case of the Seventh Issuer to: Permanent Financing (No. 7)
PLC, Blackwell House, Guildhall Yard, London EC2V 5AE (facsimile
number +44 (0)20 7556 0975) for the
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attention of the Secretary with a copy to HBOS Treasury Services
plc, 33 Old Broad Street, London EC2N 1HZ (facsimile number +44
(0)20 7574 8303) for the attention of the Head of Mortgage
Securitisation and Covered Bonds;
(b) in the case of the Post-Enforcement Call Option Holder to: Permanent
PECOH Limited, Blackwell House, Guildhall Yard, London EC2V 5AE
(facsimile number +44 (0)20 7556 0975) for the attention of the
Secretary with a copy to HBOS Treasury Services plc, 33 Old Broad
Street, London EC2N 1HZ (facsimile number +44 (0)20 7574 8303) for
the attention of the Head of Mortgage Securitisation and Covered
Bonds;
(c) in the case of the Security Trustee to: The Bank of New York, 48th
Floor, One Canada Square, London E14 5AL (facsimile number +44 (0)20
7964 6399) for the attention of Global Structured Finance -
Corporate Trust; and
(d) in the case of the Note Trustee to: The Bank of New York, 48th
Floor, One Canada Square, London E14 5AL (facsimile number +44 (0)20
7964 6399) for the attention of Global Structured Finance -
Corporate Trust,
or to such other address or facsimile number or for the attention of such
other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this
CLAUSE 5.
6. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
7. COUNTERPARTS
This Agreement may be executed in any number of counterparts, and by the
parties on separate counterparts, but shall not be effective until each
party has executed at least one counterpart. Each counterpart shall
constitute an original of this Agreement, but all the counterparts shall
together constitute but one and the same instrument.
8. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
English law.
9. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the
non-exclusive jurisdiction of the English courts in any action or
proceeding arising out of or relating to this Agreement, 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
Agreement hereby irrevocably waives, to the fullest extent it may
possibly do so, any defence or claim that the English courts are an
inconvenient forum for the maintenance or hearing of such action or
proceeding.
IN WITNESS whereof the parties hereto have executed this Agreement on the day
and year first before written.
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SIGNATORIES
SEVENTH ISSUER
SIGNED by )
for and on behalf of )
PERMANENT FINANCING (NO. 7) PLC ) .....................................
POST-ENFORCEMENT CALL OPTION HOLDER
SIGNED by )
for and on behalf of )
PERMANENT PECOH LIMITED ) .....................................
SECURITY TRUSTEE
SIGNED by )
for and on behalf of )
THE BANK OF NEW YORK ) .....................................
NOTE TRUSTEE
SIGNED by )
for and on behalf of )
THE BANK OF NEW YORK ) .....................................
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