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THIS SECOND AMENDMENT AGREEMENT TO THE CASH MANAGEMENT AGREEMENT is made on
26th March, 2003
BETWEEN:
(1) ABBEY NATIONAL PLC, a public limited company incorporated under the laws
of England and Wales whose registered office is at Abbey National House,
0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX in its capacity as cash
manager (the "CASH MANAGER", which expression shall include such other
person as may from time to time be appointed as cash manager pursuant to
this Agreement);
(2) ABBEY NATIONAL PLC, a public limited company incorporated under the laws
of England and Wales whose registered office is at Abbey National House,
0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX in its capacity as Seller
of the Loans (the "SELLER");
(3) XXXXXX TRUSTEES LIMITED (registered number 3982431), a private limited
company incorporated under the laws of England and Wales whose registered
office is at Abbey National House, 0 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx,
Xxxxxx XX0 0XX (the "MORTGAGES TRUSTEE");
(4) XXXXXX FUNDING LIMITED (registered number 3982428), a private limited
company incorporated under the laws of England and Wales whose registered
office is Abbey National House, 2 Xxxxxx Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx
XX0 0XX ("FUNDING" and, together with the Seller, the "BENEFICIARIES");
and
(5) JPMORGAN CHASE BANK, LONDON BRANCH whose principal office is at Xxxxxxx
Xxxxx, 0 Xxxxxx Xxxx Xxxxxx, Xxxxxx X0X 0XX in its capacity as trustee
(the "SECURITY TRUSTEE" which expression shall include such company and
all other persons or companies for the time being acting as the trustee
or trustees under the Funding Deed of Charge, the Issuer Deeds of Charge
and the Trust Deed).
WHEREAS:
(A) The Cash Manager is providing Cash Management Services to the Mortgages
Trustee, Funding and the Security Trustee on the terms and subject to the
conditions contained in the Cash Management Agreement.
(B) On 29th November, 2000 the parties hereto agreed to amend the terms of
the Cash Management Agreement to provide for the creation of the Second
Issuer Fund.
(C) The parties have agreed to further amend the terms of the Cash Management
Agreement to reflect the creation of the Funding Liquidity Reserve Fund.
(D) The parties to the Cash Management Agreement have agreed to amend the
terms of the Cash Management Agreement as set out herein.
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IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The Amended and Restated Master Definitions and Construction Schedule
signed for the purposes of identification by Xxxxx & Overy and Xxxxxxxxx
and May on 26th March, 2003 (as the same may be amended, varied or
supplemented from time to time with the consent of the parties hereto) is
expressly and specifically incorporated into this Agreement and,
accordingly, the expressions defined in the Amended and Restated Master
Definitions and Construction Schedule (as so amended, varied or
supplemented) 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
Amended and Restated Master Definitions and Construction Schedule.
2. AMENDMENTS
2.1 CLAUSE 1.1 of the Cash Management Agreement is hereby amended by deleting
the current CLAUSE 1.1 in its entirety, and replacing it with the
following new CLAUSE 1.1:
"The Amended and Restated Master Definitions and Construction Schedule
signed for the purposes of identification by Xxxxx & Overy and Xxxxxxxxx
and May on 26th March, 2003 (as the same may be amended, varied or
supplemented from time to time with the consent of the parties hereto) is
expressly and specifically incorporated into this Agreement and,
accordingly, the expressions defined in the Amended and Restated Master
Definitions and Construction Schedule (as so amended, varied or
supplemented) 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
Amended and Restated Master Definitions and Construction Schedule.".
2.2 CLAUSE 4.3(A) of the Cash Management Agreement is hereby amended by
deleting the current CLAUSE 4.3(A) in its entirety, and replacing it with
the following new CLAUSE 4.3(A):
"(a) The Cash Manager shall open and maintain in the books of Funding
certain ledgers to be known as the Funding Revenue Ledger, the
Funding Principal Ledger, the First Reserve Ledger, the Second
Reserve Ledger and the Cash Accumulation Ledger which shall
(together with the Funding Liquidity Reserve Ledger (once
established in accordance with CLAUSE 4.3(B))) reflect the
aggregate of all amounts of cash standing to the credit of the
Funding GIC Account and the Funding Transaction Account and all
amounts invested in Authorised Investments purchased from amounts
standing to the credit of the Funding GIC Account and the Funding
Transaction Account from time to time.".
2.3 Clause 4.3 of the Cash Management Agreement is hereby amended by
inserting the following paragraph (b) and renumbering the current
paragraph (b) as paragraph (c) and the current paragraph (c) as paragraph
(d):
"(b) On the Interest Payment Date following a Funding Liquidity Reserve
Fund Relevant Event, the Cash Manager shall open and maintain in
the books of Funding a further ledger, to be known as the Funding
Liquidity Reserve Ledger.".
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2.4 SCHEDULE 2 of the Cash Management Agreement is hereby amended by deleting
the current paragraph 18 in its entirety and replacing it with the
following paragraph 18:
"RESERVE LEDGERS
(a) On each Interest Payment Date, the Cash Manager shall determine
the Second Reserve Fund Required Amount (as defined below) which
shall apply for the period from but excluding that Interest
Payment Date to and including the next following Interest Payment
Date.
(b) A First Reserve Tranche (if any) drawn down on a relevant Closing
Date by Funding pursuant to a Start-Up Loan Agreement will be
credited to the First Reserve Ledger.
(c) Amounts shall be credited to the First Reserve Ledger and the
Second Reserve Ledger in accordance with the Funding Priority of
Payments above.
(d) On each Interest Payment Date following a Funding Liquidity
Reserve Fund Relevant Event, the Cash Manager shall determine the
Funding Liquidity Reserve Required Amount which shall apply for
the period from but excluding that Interest Payment Date to and
including the next following Interest Payment Date.
(e) Amounts shall be debited to the First Reserve Ledger, the Second
Reserve Ledger and the Funding Liquidity Reserve Ledger on each
Interest Payment Date in order to be applied in accordance with
the order of priority of payments set out in Schedule 3 to the
Funding Deed of Charge.
"SECOND RESERVE FUND REQUIRED AMOUNT" shall mean an amount equal
to "X" where "X" is calculated on each Interest Payment Date as
follows:
A x B x C = X
where,
A = (LIBOR for three-month Sterling deposits + 1.00 per
cent.) - (the weighted average yield on the Loans in the
Mortgages Trust - 0.10 per cent.) + (the blended margin on
the Funding Swap)
B = the aggregate Outstanding Principal Balance of all the
Term Advances
C = the weighted average life of all the Term Advances.
The weighted average life of the Term Advances will be
calculated based on the following assumptions:
1. the lower of a 15% CPR and the actual 12 month
rolling CPR;
2. the Seventh Issuer not exercising its option to
redeem the Seventh Issuer Notes (other than the
Series 1 Class A Seventh Issuer Notes and the
Series 2 Class A Seventh Issuer Notes) on the
Interest Payment Date falling in April 2008,
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Xxxxxx Financing (No. 6) PLC not exercising its
option to redeem the Sixth Issuer Notes (other
than the Series 1 Class A Sixth Issuer Notes
and the Series 2 Class A Sixth Issuer Notes) on
the Interest Payment Date falling in April
2008, Xxxxxx Financing (No. 5) PLC not
exercising its option to redeem the Fifth
Issuer Notes (other than the Series 1 Class A
Fifth Issuer Notes and the Series 2 Class A
Fifth Issuer Notes) on the Interest Payment
Date falling in October 2006, Xxxxxx Financing
(No. 4) PLC not exercising its option to redeem
the Fourth Issuer Notes (other than the Series
3 Class D Fourth Issuer Notes and the Series 4
Fourth Issuer Notes) on the Interest Payment
Date falling in July 2006, Xxxxxx Financing
(No. 4) PLC not exercising its option to redeem
its Series 4 Fourth Issuer Notes on the
Interest Payment Date falling in October 2006,
Xxxxxx Financing (No.3) PLC not exercising its
option to redeem the Third Issuer Notes on the
Interest Payment Date falling in July 2006,
Xxxxxx Financing (No.2) PLC not exercising its
option to redeem the Second Issuer Notes on the
Interest Payment Date falling in October 2007
and Xxxxxx Financing (No.1) PLC not exercising
its option to redeem the First Issuer Notes on
the Interest Payment Date falling in July 2010;
and
3. a minimum life of 2.5 years.".
2.5 SCHEDULE 3B of the Cash Management Agreement is hereby amended so that
references to "Reserve Fund" in that Form of Quarterly Report shall be
deemed to be references to the First Reserve Fund, the Second Reserve
Fund and the Funding Liquidity Reserve Fund. The parties hereto also
agree that each Quarterly Report made after the date hereof shall include
reference to the Third Issuer, the Fourth Issuer, the Fifth Issuer, the
Sixth Issuer and the Seventh Issuer and any New Issuer.
3. MISCELLANEOUS
3.1 Save as expressly amended by this Agreement, the Cash Management
Agreement shall remain in full force and effort. The Agreement shall
form part of the Cash Management Agreement and references therein to
"this Agreement" shall be read as references to the Cash Management
Agreement as amended by this Agreement.
3.2 This Agreement may be executed (manually or by facsimile) in any number
of counterparts and all such counterparts taken together shall be deemed
to constitute one and the same instrument.
3.3 This Agreement shall be governed by and construed in accordance with the
laws of England.
3.4 A person who is not a party to this Agreement may not enforce any of its
terms under the Contracts (Rights of Third Parties) Xxx 0000.
AS WITNESS WHEREOF the parties hereto have executed this Agreement for delivery
on the day and year first before written.
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SIGNATORIES
Signed by )
for and on behalf of )
ABBEY NATIONAL PLC ) /s/ Xxxxxx Xxxxxx
as Seller and Cash Manager ) XXXXXX XXXXXX
Signed by )
for and on behalf of ) /s/ Nic Patch
XXXXXX TRUSTEES LIMITED ) NIC PATCH FOR SPV
MANAGEMENT LIMITED
Signed by )
for and on behalf of ) /s/ Nic Patch
XXXXXX FUNDING LIMITED ) NIC PATCH FOR SPV
MANAGEMENT LIMITED
Signed by )
for and on behalf of )
JPMORGAN CHASE BANK, ) /s/ Xxxxxxx Xxxx
LONDON BRANCH ) XXXXXXX XXXX
)
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CONFORMED COPY
DATED 26TH MARCH, 2003
ABBEY NATIONAL PLC
and
XXXXXX TRUSTEES LIMITED
and
XXXXXX FUNDING LIMITED
and
JPMORGAN CHASE BANK, LONDON BRANCH
____________________________________________
SECOND AMENDMENT AGREEMENT TO
CASH MANAGEMENT AGREEMENT
___________________________________________
XXXXX & XXXXX
London
ICM:662303.6
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation............................................2
2. Amendments................................................................2
3. Miscellaneous.............................................................4
SIGNATORIES...................................................................5
