Exhibit 4.11
Dated [o] January 2005
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GRANITE MASTER ISSUER PLC
GPCH LIMITED
as Post-Enforcement Call Option Holder
- and -
THE BANK OF NEW YORK
as Note Trustee
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ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT
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SIDLEY XXXXXX XXXXX & XXXX
WOOLGATE EXCHANGE
00 XXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
CONTENTS
1. Interpretation..........................................................1
2. Option..................................................................1
3. Representations and Warranties..........................................2
4. Consideration...........................................................2
5. Acknowledgement by Note Trustee.........................................2
6. Notices.................................................................3
7. Contracts (Rights of Third Parties) Act 1999............................3
8. Governing Law and Jurisdiction; Appropriate Forum.......................3
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THIS AGREEMENT IS MADE BY WAY OF DEED dated [o] January 2005
BETWEEN
(1) GRANITE MASTER ISSUER PLC (registered number 5250668), a public
limited company incorporated under the laws of England and Wales
whose registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx
XX0X 0XX (the "Master Issuer");
(2) GPCH LIMITED (registered number 4128437), a private limited company
incorporated under the laws of England whose registered office is at
Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX (the "Post-Enforcement
Call Option Holder"); and
(3) THE BANK OF NEW YORK acting through its office at 00xx Xxxxx, Xxx
Xxxxxx Xxxxxx, Xxxxxx X00 0XX (in its capacity as the "Note Trustee",
which expressions shall include such persons and all other persons
for the time being acting as note trustee or note trustees under the
Issuer Trust Deed).
IT IS HEREBY AGREED AS FOLLOWS:
1. Interpretation
The provisions of:
(a) the Programme Master Definitions Schedule signed for the
purposes of identification by Sidley Xxxxxx Xxxxx & Xxxx and
Xxxxx & Overy LLP on [o] January 2005, and
(b) the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Xxxxxx Xxxxx & Xxxx and
Xxxxx & Overy LLP on [o] January 2005,
(as the same have been and may be amended, varied or supplemented
from time to time with the consent of the parties hereto) are
expressly and specifically incorporated into and shall apply to this
Agreement.
The Issuer Master Definitions Schedule shall prevail to the extent
that it conflicts with the Programme Master Definitions Schedule.
2. Option
2.1 In the event that (a) the Issuer Security is enforced and the Issuer
Security Trustee determines that (i) the proceeds of such
enforcement, after payment of all other claims ranking in priority to
the Issuer Notes under the Issuer Deed of Charge and to the
Noteholders (to the extent entitled thereto), are insufficient to pay
in full all principal and interest and other amounts whatsoever due
in respect of the Issuer Notes and all other claims ranking pari
passu therewith, (ii) all such proceeds of enforcement have been
distributed in accordance with the terms of the Issuer Deed of Charge
and (iii) there are no further assets available to pay principal and
interest and other amounts whatsoever due in respect of the Issuer
Notes, or (b) within 20 days following the Final Maturity Date of the
latest maturing Issuer Notes, the Issuer Security Trustee certifies
that there is no further amount outstanding under the Global
Intercompany
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Loan Agreement, then all interests in the Global Note Certificates
will be automatically exchanged (such date of exchange being the
"Option Exercise Date") for equivalent interests in an equivalent
amount of Issuer Notes in an equivalent Principal Amount Outstanding
represented by Individual Note Certificates and such Global Note
Certificates will be cancelled.
2.2 In connection with the issuance of the Issuer Notes, the Note Trustee
hereby grants, and the Master Issuer hereby acknowledges, an option
(the "Option"), under which the Note Trustee has no personal
liability, exercisable by the Post-Enforcement Call Option Holder (or
by any designated subsidiary of the Post-Enforcement Call Option
Holder, to be designated by notice from the Post-Enforcement Call
Option Holder to the Note Trustee at the discretion of the
Post-Enforcement Call Option Holder (the "Designated Subsidiary"))
permitting the Post-Enforcement Call Option Holder (or any Designated
Subsidiary) to acquire at any time on or after the Option Exercise
Date all (but not some only) of the Relevant Notes (as defined below)
outstanding as at the Option Exercise Date, together with accrued
interest thereon ("Relevant Notes" being for the purposes of this
Deed, all the Issuer Notes represented by Individual Note
Certificates as at the Option Exercise Date).
2.3 The Option shall be exercised by the Post-Enforcement Call Option
Holder (or any Designated Subsidiary) by notice from the
Post-Enforcement Call Option Holder (or the Designated Subsidiary) to
the Note Trustee and the Noteholders in accordance with Condition 14
of the Issuer Notes.
3. Representations and Warranties
The Post-Enforcement Call Option Holder represents and warrants for
the benefit of the Master Issuer and the Note Trustee that:
(a) it is resident for tax purposes solely in, and has its usual
place of abode, in the United Kingdom;
(b) it does not hold, and has not at any time held, any shares in
or other interests in any company;
(c) it has not engaged in, nor will it engage in, any activities
other than those contemplated by the Transaction Documents; and
(d) it will discharge all of its liabilities and meet all of its
obligations (including any liability in respect of United
Kingdom corporation tax) as and when they fall due.
4. Consideration
The Post-Enforcement Call Option Holder (or the Designated
Subsidiary) shall pay to the Noteholders in respect of the exercise
of the Option, the sum of one xxxxx xxxxxxxx in respect of each
Issuer Note then outstanding.
5. Acknowledgement by Note Trustee
The Note Trustee acknowledges that the Issuer Notes are to be issued
subject to the Option and the Note Trustee hereby grants the Option
but does so entirely without
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warranty, responsibility or liability as to its effectiveness or
otherwise on the part of the Note Trustee to the Noteholders or any
other person. In accordance with the Conditions, each of the
Noteholders, by subscribing for or purchasing the Issuer Notes,
shall, upon subscription or purchase, be deemed to have agreed to be
bound by and, to the extent necessary, to have ratified the granting
of the Option.
6. Notices
Any notices to be given pursuant to this Deed to any of the parties
hereto shall be sufficiently served if sent by prepaid first class
post, by hand or facsimile transmission and shall be deemed to be
given (in the case of facsimile transmission) when despatched, (where
delivered by hand) on the day of delivery if delivered before 17.00
hours on a Business Day or on the next Business Day if delivered
thereafter or on a day which is not a Business Day or (in the case of
first class post) when it would be received in the ordinary course of
the post and shall be sent:
(a) in the case of the Master Issuer to: Granite Master Issuer plc:
x/x Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile:
020 7606 0643) for the attention of the Company Secretary;
with a copy to:
Northern Rock plc, Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx
xxxx Xxxx XX0 0XX, (facsimile: 0191 213 2203) for the attention
of the Group Secretary;
(b) in the case of the Post-Enforcement Call Option Holder to: GPCH
Limited x/x Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(facsimile: 020 7606 0643) for the attention of the Company
Secretary; and
(c) in the case of the Note Trustee to: The Bank of New York, 00xx
Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (facsimile: 020 7964
6399) for the attention of Global Structured Finance Corporate
Trust,
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by
any party to the others by written notice in accordance with the
provisions of this Clause 6.
7. Contracts (Rights of Third Parties) Xxx 0000
A person who is not a party to this Deed may not enforce any of its
terms under the Contracts (Rights of Third Parties) Xxx 0000, but
this shall not affect any right or remedy of a third party which
exists or is available apart from that Act.
8. Governing Law and Jurisdiction; Appropriate Forum
8.1 This Deed shall be governed by, and construed in accordance with,
English law.
8.2 Each of the parties hereto irrevocably agrees that the courts of
England shall have jurisdiction to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise out
of or in connection with this Deed and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
8.3 Each of the parties hereto irrevocably waives any objection which it
might now or
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hereafter have to the courts of England being nominated as the forum
to hear and determine any proceedings and to settle any disputes,
and agrees not to claim that any such court is not a convenient or
appropriate forum.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
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EXECUTION PAGE
The Master Issuer
Executed by
Granite MASTER ISSUER plc
as its deed as follows:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary By
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for and on behalf of LDC Securitisation
Director No.1 Limited
Name
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By
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for and on behalf of LDC Securitisation
Director No.2 Limited
Name
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The Post-Enforcement Call Option Holder
Executed by
GPCH Limited
as its deed as follows:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary By
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for and on behalf of LDC Securitisation
Director No.1 Limited
Name
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By
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for and on behalf of LDC Securitisation
Director No.2 Limited
Name
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The Note Trustee
Executed by
The bank of new york
as follows:
Signed for and on its behalf by one of its duly
authorised attorneys/signatories By
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Duly Authorised Attorney/Signatory
Name
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