DRAFT (2: 11.03.03)
SEVENTH ISSUER TRUST DEED
DATED [{circle}] MARCH, 2003
BETWEEN
XXXXXX FINANCING (NO.7) PLC
AND
THE BANK OF NEW YORK
US$750,000,000 SERIES 1 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
APRIL 2004
US$22,500,000 SERIES 1 CLASS B FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2040
US$38,250,000 SERIES 1 CLASS M FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2040
US$1,250,000,000 SERIES 2 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
JANUARY 2008
US$37,500,000 SERIES 2 CLASS B FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2040
US$63,750,000 SERIES 2 CLASS M FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2040
US$500,000,000 SERIES 3 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2020
{pound-sterling}15,000,000 SERIES 3 CLASS B FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2040
{pound-sterling}20,000,000 SERIES 3 CLASS M FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2040
{e}500,000,000 SERIES 4 CLASS A1 FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2040
{pound-sterling}250,000,000 SERIES 4 CLASS A2 FLOATING RATE SEVENTH ISSUER
NOTES DUE JULY 2040
{e}41,000,000 SERIES 4 CLASS B FLOATING RATE SEVENTH ISSUER NOTES DUE JULY 2040
{e}56,000,000 SERIES 4 CLASS M FLOATING RATE SEVENTH ISSUER NOTES DUE JULY 2040
XXXXX & XXXXX
London
CONTENTS
CLAUSE PAGE
1. Definitions.......................................................... 2
2. Covenant to Repay and to pay Interest on Seventh Issuer Notes........ 3
3. Form and Issue of Seventh Issuer Notes............................... 6
4. Replacement of Seventh Issuer Notes.................................. 8
5. Register, Transfer and Exchange of Seventh Issuer Notes.............. 9
6. Fees, Duties and Taxes............................................... 11
7. Covenant of Compliance............................................... 11
8. Cancellation of Seventh Issuer Notes and Records..................... 12
9. Enforcemen........................................................... 12
10. Proceedings, Actions and Indemnification............................. 13
11. Discharge of Payment................................................. 14
12. Partial Payments..................................................... 14
13. Covenants by the Seventh Issuer...................................... 14
14. Remuneration and Indemnification of Note Trustee..................... 19
15. Supplement to Trustee Act 1925....................................... 21
16. Note Trustee's Liability............................................. 28
17. Note Trustee Contracting with the Seventh Issuer..................... 28
18. Xxxxxx, Authorisation and Determination.............................. 29
19. Entitlement to treat Noteholder as Absolute Owner.................... 30
20. Currency Indemnity................................................... 30
21. Eligibility and Disqualification; New Note Trustee................... 31
22. Note Trustee's Retirement and Removal................................ 32
23. Note Trustee's Powers to be Additional............................... 32
24. Notices.............................................................. 33
25. Rights of Third Parties.............................................. 34
26. Trust Indenture Act Prevails......................................... 34
27. Certificates and Opinions............................................ 34
28. Release of Collateral................................................ 34
29. Governing Law........................................................ 35
30. Counterparts......................................................... 35
SCHEDULES
1. Forms of Global Seventh Issuer Notes................................. 37
Part 1 Series 1 Class A Global Seventh Issuer Note................. 37
Part 2 Series 1 Class A Global Seventh Issuer Note................. 41
Part 3 Series 1 Class B Global Seventh Issuer Note................. 47
Part 4 Series 1 Class M Global Seventh Issuer Note................. 51
Part 5 Series 2 Class A Global Seventh Issuer Note................. 56
Part 6 Series 2 Class A Global Seventh Issuer Note................. 61
Part 7 Series 2 Class A Global Seventh Issuer Note................. 66
Part 8 Series 3 Class A Global Seventh Issuer Note................. 81
Part 9 Series 3 Class B Global Seventh Issuer Note................. 87
Part 10 Series 3 Class M Global Seventh Issuer Note................. 91
Part 11 Series 4 Class A1 Global Seventh Issuer Note................ 97
Part 12 Series 4 Class A2 Global Seventh Issuer Note................ 104
Part 13 Series 4 Class B Global Seventh Issuer Note................. 109
Part 14 Series 4 Class M Global Seventh Issuer Note................. 114
THIS SEVENTH ISSUER TRUST DEED is made on {circle} March, 2003
BETWEEN:
(1) XXXXXX FINANCING (NO. 7) PLC (registered in England and Wales
No.4645659) whose registered office is at Abbey National House, 0 Xxxxxx
Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX (the SEVENTH ISSUER); and
(2) THE BANK OF NEW YORK whose office is at Xxx Xxxxxx Xxxxxx, Xxxxxx X00
0XX (the NOTE TRUSTEE, which expression shall, wherever the context so
admits, include such company and all other persons or companies for the
time being the note trustee or note trustees under this Deed) as trustee
for the Noteholders.
WHEREAS:
(A) By a resolution of a duly authorised Board of Directors of the Seventh
Issuer passed on {circle}March, 2003 the Seventh Issuer has resolved to
issue US$750,000,000 Series 1 Class A Floating Rate Seventh Issuer Notes
due April 2004 (the SERIES 1 CLASS A SEVENTH ISSUER NOTES),
US$22,500,000 Series 1 Class B Floating Rate Seventh Issuer Notes due
July 2040 (the SERIES 1 CLASS B SEVENTH ISSUER NOTES), US$38,250,000
Series 1 Class M Floating Rate Seventh Issuer Notes due July 2040 (the
SERIES 1 CLASS M SEVENTH ISSUER NOTES and together with the Series 1
Class A Seventh Issuer Notes and the Series 1 Class B Seventh Issuer
Notes, the SERIES 1 SEVENTH ISSUER NOTES), US$1,250,000,000 Series 2
Class A Floating Rate Seventh Issuer Notes due January 2008 (the SERIES
2 CLASS A SEVENTH ISSUER NOTES), US$37,500,000 Series 2 Class B Floating
Rate Seventh Issuer Notes due July 2040 (the SERIES 2 CLASS B SEVENTH
ISSUER NOTES), US$63,750,000 Series 2 Class M Floating Rate Seventh
Issuer Notes due July 2040 (the SERIES 2 CLASS M SEVENTH ISSUER NOTES
and together with the Series 2 Class A Seventh Issuer Notes, the Series
2 Class B Seventh Issuer Notes, the SERIES 2 SEVENTH ISSUER NOTES),
US$500,000,000 Series 3 Class A Floating Rate Seventh Issuer Notes due
July 2020 (the SERIES 3 CLASS A SEVENTH ISSUER NOTES),
{pound-sterling}15,000,000 Series 3 Class B Floating Rate Seventh Issuer
Notes due July 2040 (the SERIES 3 CLASS B SEVENTH ISSUER NOTES) and
{pound-sterling}20,000,000 Series 3 Class M Floating Rate Notes due July
2040 (the SERIES 3 CLASS M SEVENTH ISSUER NOTES and together with the
Series 3 Class A Seventh Issuer Notes and the Series 3 Class B Seventh
Issuer Notes, the SERIES 3 SEVENTH ISSUER NOTES), {e}500,000,000 Series 4
Class A1 Floating Rate Seventh Issuer Notes due July 2040 (the SERIES 4
CLASS A1 SEVENTH ISSUER NOTES), {pound-sterling}250,000,000 Series 4
Class A2 Floating Rate Seventh Issuer Notes due July 2040 (the SERIES 4
CLASS A2 SEVENTH ISSUER NOTES and together with the Series 4 Class A1
Seventh Issuer Notes, the SERIES 4 CLASS A SEVENTH ISSUER NOTES),
{e}41,000,000 Series 4 Class B Floating Rate Seventh Issuer Notes due
July 2040 (the SERIES 4 CLASS B SEVENTH ISSUER NOTES), {e}56,000,000
Series 4 Class M Floating Rate Seventh Issuer Notes due July 2040 (the
SERIES 4 CLASS M SEVENTH ISSUER NOTES and together with the Series 4
Class A1 Seventh Issuer Notes, the Series 4 Class A2 Seventh Issuer
Notes, the Series 4 Class B Seventh Issuer Notes and the Series 4 Class M
Seventh Issuer Notes the SERIES 4 SEVENTH ISSUER NOTES). The Series 1
Class A Seventh Issuer Notes, together with the Series 2 Class A Seventh
Issuer Notes, the Series 3 Class A Seventh Issuer Notes, the Series 4
Class A1 Seventh Issuer Notes and the Series 4 Class A2 Seventh Issuer
Notes constitute the CLASS A SEVENTH ISSUER NOTES, the Series 1 Class B
Seventh Issuer Notes, the Series 2 Class B Seventh Issuer Notes, the
Series 3 Class B Seventh Issuer Notes and the Series 4 Class B Seventh
Issuer Notes constitute the CLASS B SEVENTH ISSUER NOTES, the Series 1
Class M Seventh Issuer Notes, the Series 2 Class M Seventh Issuer Notes,
the Series 3 Class M Seventh Issuer Notes and the Series 4 Class M
Seventh Issuer Notes constitute the CLASS M SEVENTH ISSUER NOTES, the
Class A Seventh Issuer Notes, the Class B
1
Seventh Issuer Notes and the Class M Seventh Issuer Notes being together
referred to as the SEVENTH ISSUER NOTES. The Seventh Issuer Notes are
hereby constituted and secured by the Seventh 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 SEVENTH ISSUER TRUST DEED WITNESSES AND IT IS AGREED AND
DECLARED:
1. DEFINITIONS
1.1 The Amended and Restated Master Definitions and Construction Schedule
and the Seventh Issuer Master Definitions and Construction Schedule,
both signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May on {circle} March, 2003 (as the same may be amended,
varied or supplemented from time to time with the consent of the parties
hereto) are expressly and specifically incorporated into this Deed and,
accordingly, the expressions defined in the Amended and Restated Master
Definitions and Construction Schedule and the Seventh Issuer 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
Deed, including the Recitals hereto and this Deed shall be construed in
accordance with the interpretation provisions set out in Clause 2 of the
Amended and Restated Master Definitions and Construction Schedule and
the Seventh Issuer Master Definitions and Construction Schedule. In the
event of a conflict between the Amended and Restated Master Definitions
and Construction Schedule and the Seventh Issuer Master Definitions and
Construction Schedule, the Seventh Issuer Master Definitions Schedule
shall prevail.
1.2 (a) All references in these presents to principal and/or
premium and/or interest in respect of the Seventh Issuer Notes or
to any monies payable by the Seventh 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 {pound-sterling}, 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 {e}, 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 $, US$ or US DOLLARS shall be construed
as references to the lawful currency or currency unit for the time
being of the United States of America.
(c) All references in this Deed to THESE PRESENTS means this Deed, the
Seventh Issuer Notes, the Conditions, the Schedules hereto, any
deed expressed to be supplemental hereto or thereto and the
schedules (if any) and the Seventh 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.
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(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
Seventh Issuer shall be deemed to include references to proving in
the winding up of the Seventh 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 rule have the meanings assigned to them in the Trust Indenture
Act.
2. COVENANT TO REPAY AND TO PAY INTEREST ON SEVENTH ISSUER NOTES
2.1 The aggregate principal amount of:
(a) the Series 1 Class A Seventh Issuer Notes is limited to
US$750,000,000;
(b) the Series 1 Class B Seventh Issuer Notes is limited to
US$22,500,000;
(c) the Series 1 Class M Seventh Issuer Notes is limited to
US$38,250,000;
(d) the Series 2 Class A Seventh Issuer Notes is limited to
US$1,250,000,000;
(e) the Series 2 Class B Seventh Issuer Notes is limited to
US$37,500,000;
(f) the Series 2 Class M Seventh Issuer Notes is limited to
US$63,750,000;
(g) the Series 3 Class A Seventh Issuer Notes is limited to
US$500,000,000;
(h) the Series 3 Class B Seventh Issuer Notes is limited
to{pound-sterling}15,000,000;
(i) the Series 3 Class M Seventh Issuer Notes is limited to
{pound-sterling}20,000,000;
(j) the Series 4 Class A1 Seventh Issuer Notes is limited to
{e}500,000,000;
(k) the Series 4 Class A2 Seventh Issuer Notes is limited to
{pound-sterling}250,000,000;
(l) the Series 4 Class B Seventh Issuer Notes is limited to
{e}41,000,000; and
(m) the Series 4 Class M Seventh Issuer Notes is limited to
{e}56,000,000.
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2.2 The Seventh Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity
of the Seventh 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, US dollars or sterling, as
applicable, in London or New York City, as applicable in immediately
available funds the principal amount of the Seventh Issuer Notes
repayable on that date and shall in the meantime and until the due date
for the final maturity of the Seventh 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 Seventh 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 Seventh
Issuer Notes to or to the account of the Principal Paying Agent ,
as applicable, in the manner provided in the Seventh Issuer Paying
Agent and Agent Bank Agreement shall operate in satisfaction pro
tanto of the relative covenant by the Seventh Issuer in this
Clause 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, as applicable, on or before
the due date, interest shall continue to accrue on the principal
amount of the Seventh Issuer Notes (both before and after any
judgment or other order of a court of competent jurisdiction) at
the respective 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 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, as applicable);
(c) in any case where payment of the whole or any part of the
principal amount of any Seventh 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 Seventh Issuer Note, payment
of the full amount (including interest as aforesaid) in euro, US
dollars or sterling, as applicable, payable in respect of such
Seventh 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, US dollars or sterling, as
applicable, payable in respect of such Seventh 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
Seventh Issuer Notes, on or after the
4
respective due dates expressed in the Seventh 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 Seventh Issuer shall pay Additional Interest 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.
NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS, ETC.
2.3 At any time after a Note Event of Default shall have occurred or the
Seventh Issuer Notes shall otherwise have become due and repayable or
the Definitive Seventh Issuer Notes have not been issued when so
required in accordance with this Deed and the relative Global Seventh
Issuer Notes, the Note Trustee may and shall, if directed by an
Extraordinary Resolution of the Noteholders:
(a) by notice in writing to the Seventh Issuer, the Principal Paying
Agent, the US Paying Agent, the Transfer Agent and the Registrar
require the Principal Paying Agent, the US Paying Agent, the
Transfer Agent and the Registrar pursuant to the Seventh Issuer
Paying Agent and Agent Bank Agreement and by notice in writing to
the Seventh Issuer:
(i) act thereafter as Principal Paying Agent, US Paying Agent,
Transfer Agent and Registrar respectively 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 Seventh
Issuer Paying Agent and Agent Bank Agreement, respectively
(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
Seventh Issuer Notes and available for such purpose) and
thereafter to hold all Seventh Issuer Notes and all sums,
documents and records held by them in respect of Seventh
Issuer Notes on behalf of the Note Trustee; or
(ii) deliver up all Seventh Issuer Notes and all sums, documents
and records held by them in respect of the Seventh 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 Seventh Issuer require it to make all
subsequent payments in respect of the Seventh Issuer Notes to or
to the order of the Note Trustee and not to the Principal Paying
Agent , as applicable, with effect from the issue of any such
notice to the Seventh Issuer and until such notice is withdrawn
Clause 2.2(a) relating to the Seventh Issuer Notes shall cease to
have effect.
2.4 The Seventh Issuer shall require each paying agent not a party to the
Seventh 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
Seventh Issuer Notes (whether such money has been paid to it by the
Seventh Issuer or any other obligor of the
5
Seventh Issuer Notes), and the Seventh Issuer and such paying agent shall
each notify the Note Trustee of any default by the Seventh Issuer (or any
other obligor of the Seventh Issuer Notes) in making any such payment.
3. FORM AND ISSUE OF SEVENTH ISSUER NOTES
GLOBAL SEVENTH ISSUER NOTES
3.1 (a) The Series 1 Seventh Issuer Notes, the Series 2 Seventh
Issuer Notes and the Series 3 Class A Seventh Issuer Notes will be
initially offered and sold pursuant to a Registration Statement
filed with the United States Securities and Exchange Commission.
Each class of the Series 1 Seventh Issuer Notes, the Series 2
Seventh Issuer Notes and the Series 3 Class A Seventh Issuer Notes
will initially be represented by a separate global note in
registered form (the SERIES 1 CLASS A GLOBAL SEVENTH ISSUER NOTE,
the SERIES 1 CLASS B GLOBAL SEVENTH ISSUER NOTE, the SERIES 1
CLASS M GLOBAL SEVENTH ISSUER NOTE, the SERIES 2 CLASS A GLOBAL
SEVENTH ISSUER NOTE, the SERIES 2 CLASS B GLOBAL SEVENTH ISSUER
NOTE, the SERIES 2 CLASS M GLOBAL SEVENTH ISSUER NOTE and the
SERIES 3 CLASS A GLOBAL SEVENTH ISSUER NOTE and together the
DOLLAR GLOBAL SEVENTH 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
Series 1 Seventh Issuer Notes, the Series 2 Seventh Issuer Notes
and the Series 3 Class A Seventh Issuer Notes.
(b) The Series 3 Seventh Issuer Notes (other than the Series 3 Class A
Seventh Issuer Notes) and the Series 4 Seventh Issuer Notes will
be initially 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 Series 3 Seventh Issuer Notes (other than the Series
3 Class A Seventh Issuer Notes) and the Series 4 Seventh Issuer
Notes will initially be represented by a separate global note in
registered form (the SERIES 3 CLASS B GLOBAL SEVENTH ISSUER NOTE,
the SERIES 3 CLASS M GLOBAL SEVENTH ISSUER NOTE and the SERIES 4
CLASS A2 SEVENTH ISSUER NOTES and together, the STERLING GLOBAL
SEVENTH ISSUER NOTES, the SERIES 4 CLASS A1 GLOBAL SEVENTH ISSUER
NOTE, the SERIES 4 CLASS B GLOBAL SEVENTH ISSUER NOTE and the
SERIES 4 CLASS M GLOBAL SEVENTH ISSUER NOTE and together, the EURO
GLOBAL SEVENTH ISSUER NOTES, the Sterling Global Seventh Issuer
Notes and the Euro Global Seventh Issuer Notes together being
referred to as the REG S GLOBAL SEVENTH 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 Seventh Issuer Notes (other than the Series 3 Class A
Seventh Issuer Notes) and the Series 4 Seventh Issuer Notes.
3.2 The Global Seventh Issuer Notes shall be printed or typed in the form or
substantially in the respective forms set out in Schedule 1 and may be
executed in facsimile. Each Global Seventh Issuer Note shall represent
such of the outstanding Seventh 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 Seventh Issuer Notes from time to time endorsed thereon and
that the aggregate Principal Amount Outstanding of the Seventh 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 Seventh Issuer Paying Agent and Agent Bank Agreement. Any
endorsement of a Global Seventh Issuer Note to reflect the amount of any
increase or decrease in the Principal Amount Outstanding of the Seventh
Issuer Notes represented thereby shall be made by the Registrar in
accordance with Clause 5. Title to the
6
Global Seventh 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 Seventh Issuer Notes shall be issuable only in
registered form, without coupons or talons and signed manually by a
person duly authorised by the Seventh Issuer on behalf of the Seventh
Issuer and shall be authenticated by or on behalf of the Principal Paying
Agent. The Global Seventh Issuer Notes so executed and authenticated
shall be binding and valid obligations of the Seventh Issuer,
notwithstanding that such duly authorised person no longer holds that
office at the time the Principal Paying Agent authenticates the relevant
Global Seventh Issuer Note.
3.3 The Global Seventh Issuer Notes shall be issued by the Seventh Issuer to
Cede & Co., as nominee for DTC, in respect of each Dollar Global Seventh
Issuer Note and to Chase Nominees Limited, as nominee for the Common
Depositary, in respect of each Reg S Global Seventh Issuer Note, on
terms that Cede & Co. and the Common Depositary shall hold the same for
the account of the persons who would otherwise be entitled to receive
the Seventh Issuer Notes in definitive registered form (the DEFINITIVE
SEVENTH ISSUER NOTES) (as notified to DTC and the Common Depositary by
Chase Nominees Limited, on behalf of the Managers of the issue of the
Seventh 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 Seventh
Issuer Notes to Cede & Co. and the Common Depositary, 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
Seventh Issuer Notes that are held through Euroclear and Clearstream,
Luxembourg.
DEFINITIVE SEVENTH ISSUER NOTES
3.5 The Seventh Issuer shall issue Definitive Seventh Issuer Notes only if
any of the following applies, while any of the Seventh Issuer Notes of
any class are represented by a Global Seventh Issuer Note of the
relevant class at any time after the 40th day following the later of the
Seventh Issuer Closing Date and the date of the issue of such Global
Seventh Issuer Note:
(a) (in the case of Dollar Global Seventh Issuer Notes) DTC has
notified the Seventh Issuer that it is at any time unwilling or
unable to continue as the registered holder of such Dollar Global
Seventh 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
Seventh Issuer within 90 days of such notification, or (in the
case of the Sterling Global Seventh Issuer Notes or the Euro
Global Seventh 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; 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
7
effective on or after the Seventh Issuer Closing Date, the Seventh
Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Seventh
Issuer Notes which would not be required were the Seventh Issuer
Notes in definitive form.
If required by this Clause 3, then the Seventh Issuer shall, at
its sole cost and expense within 30 days of the occurrence of the
relevant event, issue Definitive Seventh Issuer Notes of the same class
as the class of Seventh Issuer Notes represented by the relevant Global
Seventh Issuer Note in exchange for the whole (or the remaining part(s)
outstanding) of the relevant Global Seventh Issuer Note. If Definitive
Seventh Issuer Notes are issued, the beneficial interests represented by
the Dollar Global Seventh Issuer Note of each class shall be exchanged
by the Seventh Issuer for Definitive Seventh Issuer Notes of that class
(DOLLAR DEFINITIVE SEVENTH ISSUER NOTES), the beneficial interests
represented by the Sterling Global Seventh Issuer Note of each class
shall be exchanged by the Seventh Issuer for Definitive Seventh Issuer
Notes of that Class (STERLING DEFINITIVE SEVENTH ISSUER NOTES) and the
beneficial interests represented by the Euro Global Seventh Issuer Notes
of each class shall be exchanged by the Seventh Issuer for Definitive
Seventh Issuer Notes of that class (EURO DEFINITIVE SEVENTH ISSUER
NOTES).
3.6 The Definitive Seventh Issuer Notes shall be printed or typed in the
form or substantially in the form set out in SCHEDULE 2 in the
denomination and transferable in units of (a) US$1,000, US$10,000 and
US$100,000 (in the case of the Series 1 Seventh Issuer Notes, the Series
2 Seventh Issuer Notes and the Series 3 Class A Seventh Issuer Notes),
(ii) {e}500,000 (in the case of the Euro Seventh Issuer Notes), or (c)
{pound-sterling}10,000 and {pound-sterling}100,000 (in the case of the
Sterling Seventh Issuer Notes each or, in each case, integral multiples
thereof or in such other denominations 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 Seventh 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 Seventh Issuer Notes shall be issuable
only in registered form without coupons or talons and signed manually or
in facsimile by a person duly authorised by or on behalf of the Seventh
Issuer and shall be authenticated by or on behalf of the Principal
Paying Agent, as applicable. Each Seventh Issuer Note so executed and
authenticated shall be a binding and valid obligation of the Seventh
Issuer notwithstanding that such duly authorised person no longer holds
that office at the time the Principal Paying Agent, authenticates the
Seventh Issuer Note.
3.7 If the Seventh Issuer is obliged to issue or procure the issue of any
Definitive Seventh 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 Seventh Issuer shall indemnify the Note Trustee,
the registered holder of the relevant Global Seventh Issuer Note(s) and
the relevant Noteholders and keep them indemnified against any loss or
damage incurred by any of them if the amount received by the Note
Trustee, the registered holder of such Global Seventh Issuer Note(s) or
the relevant Noteholders in respect of the Seventh Issuer Notes is less
than the amount that would have been received had Definitive Seventh
Issuer Notes been issued in accordance with Clause 3.5. If and for so
long as the Seventh Issuer discharges its obligations under this
indemnity, the breach by the Seventh Issuer of the provisions of Clause
3.5 shall be deemed to be cured ab initio.
4. REPLACEMENT OF SEVENTH ISSUER NOTES
If a mutilated or defaced Seventh Issuer Note is surrendered to
the Registrar or, if a mutilated or defaced Global Seventh Issuer Note
is surrendered to the Principal Paying Agent or if a
8
Noteholder claims that a Seventh Issuer Note has been lost, stolen or
destroyed, the Seventh Issuer shall issue, and the Principal Paying Agent
shall authenticate, a replacement Seventh Issuer Note on receipt of
satisfactory evidence in accordance with Condition 13. An indemnity for
an amount sufficient in the judgement of the Seventh Issuer and (in the
case of a Definitive Seventh Issuer Note ) the Registrar to protect the
Seventh Issuer and (in the case of a Definitive Seventh Issuer Note) the
Registrar from any loss which any of them may suffer if a Seventh Issuer
Note is replaced may be required by the Seventh Issuer and (in the case
of a Definitive Seventh Issuer Note) the Registrar. The Seventh Issuer
may charge such Noteholder for its costs in replacing such Seventh Issuer
Note.
5. REGISTER, TRANSFER AND EXCHANGE OF SEVENTH ISSUER NOTES
5.1 TRANSFER AND EXCHANGE OF GLOBAL SEVENTH ISSUER NOTES
A Global Seventh Issuer Note will be exchanged by the Seventh
Issuer for another Global Seventh Issuer Note or Definitive Seventh
Issuer Note(s) only in the circumstances set forth in Clause 3.5, the
Conditions, the Seventh Issuer Paying Agent and Agent Bank Agreement and
the relevant Global Seventh Issuer Note. Upon the occurrence of any of
the events specified therein concerning their exchange for Definitive
Seventh Issuer Notes, Definitive Seventh Issuer Notes of the relevant
class shall be issued in such names as the Seventh 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 Seventh Issuer Note to be
reduced accordingly, cancel such Global Seventh Issuer Note (if
applicable) and direct DTC and Euroclear and Clearstream, Luxembourg to
make corresponding reductions in their book-entry systems, and the
Seventh Issuer shall execute and the Principal Paying Agent, shall
authenticate and deliver to the persons designated in such instructions
Definitive Seventh Issuer Notes of the relevant class in the appropriate
principal amounts and the Registrar will register them. The Registrar
shall deliver such Definitive Seventh Issuer Notes to the persons in
whose names such Seventh Issuer Notes are so registered. Reg S
Definitive Seventh Issuer Notes issued in exchange for a Book-Entry
Interest pursuant to this Clause 5.1shall 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 Seventh Issuer Note
so exchanged. Global Seventh Issuer Notes may also be exchanged or
replaced, in whole or in part, as provided in Clause 4. Every Seventh
Issuer Note authenticated and delivered in exchange for, or in lieu of,
a Global Seventh 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 Seventh Issuer Note. A Global Seventh Issuer Note may not
be exchanged for another Seventh Issuer Note other than as provided in
this Clause.
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 and the Seventh 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 Seventh Issuer Paying
Agent and Agent Bank Agreement, to the extent required by the Securities
Act. The Note Trustee shall have no obligation to ascertain DTC's,
Euroclear's or Clearstream, Luxembourg's compliance with any such
restrictions on transfer.
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5.3 TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTES
Definitive Seventh Issuer Notes may be transferred in whole or in
part, provided that any partial transfer relates to a Definitive Seventh
Issuer Note in the principal amount of, in the case of the Series 1
Seventh Issuer Notes, the Series 2 Seventh Issuer Notes and the Series 3
Class A Seventh Issuer Notes, US$1,000, US$10,000 or US$100,000; in the
case of the Euro Seventh Issuer Notes, {e}500,000; and in the case of the
Sterling Seventh Issuer Notes, {pound-sterling}10,000 or
{pound-sterling}100,000; or, in each case, any integral multiple thereof
or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders. When Definitive Seventh Issuer
Notes are presented by a Noteholder to the Registrar with a request to
register the transfer of such Definitive Seventh Issuer Notes, the
Registrar shall register the transfer as requested only if such
Definitive Seventh 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 herein and in the Seventh Issuer Paying Agent and
Agent Bank Agreement. Thereupon, the Registrar shall request the Seventh
Issuer to issue and the Principal Paying Agent to authenticate new
Definitive Seventh Issuer Notes required to be issued in connection with
such transfer. In the case of a transfer of part only of such
Definitive Seventh Issuer Note, a new Definitive Seventh Issuer Note in
respect of the balance not transferred will be issued to the transferor.
All transfers of Definitive Seventh Issuer Notes are subject to any
restrictions on transfer set forth on such Definitive Seventh Issuer
Notes and the detailed regulations concerning transfers in the Seventh
Issuer Paying Agent and Agent Bank Agreement.
5.4 REGULATION S LEGEND
Each Reg S Global Seventh Issuer Note and each Reg S Definitive
Seventh Issuer Note issued in exchange therefor shall bear a legend in
substantially the following form:
"THIS SEVENTH 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 SEVENTH 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 SEVENTH ISSUER NOTES
At such time as all Book-Entry Interests in respect of a Global
Seventh Issuer Note have been exchanged for Definitive Seventh Issuer
Notes, such Global Seventh Issuer Note shall be returned to or retained
and cancelled by the Registrar respectively in accordance with the
Seventh 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 Seventh Issuer Note, the principal amount of
Seventh Issuer Notes represented by such Global Seventh Issuer Note
shall be reduced accordingly and an endorsement shall be made on such
Global Seventh Issuer Note by the Registrar, to reflect such reduction.
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5.6 GENERAL PROVISIONS RELATING TO ALL TRANSFERS AND EXCHANGES
(a) To permit registrations of transfers and exchanges of Seventh Issuer
Notes, the Seventh Issuer shall execute and the Principal Paying Agent,
shall authenticate Global Seventh Issuer Notes and Definitive Seventh
Issuer Notes upon a written order signed by an officer of the Seventh
Issuer or at the Registrar's request.
(b) No service fee shall be charged to a Noteholder for any registration of
a Definitive Seventh Issuer Note on transfer or exchange, but the
Seventh 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 Seventh Issuer Notes and Definitive Seventh Issuer Notes
issued upon any registration of transfer or exchange of Global Seventh
Issuer Notes or Definitive Seventh Issuer Notes shall be the valid
obligations of the Seventh Issuer, evidencing the same debt and entitled
to the same benefits under this Deed, as the Global Seventh Issuer Notes
or Definitive Seventh Issuer Notes surrendered upon such registration of
transfer or exchange.
5.7 REGISTER OF SEVENTH ISSUER NOTES
The Seventh Issuer shall at all times ensure that the Registrar
maintains in Luxembourg, or at such other place as the Note Trustee may
agree, a register (the REGISTER) in respect of the Seventh Issuer Notes
showing the amount of the Global Seventh Issuer Notes or Definitive
Seventh 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 Seventh Issuer Notes or the Definitive Seventh Issuer Notes. So
long as DTC or its nominee, or the Common Depositary or its nominee, is
the registered holder of a Global Seventh Issuer Note, DTC or the Common
Depositary, as the case may be, will be considered the sole registered
holder of such Global Seventh Issuer Note for all purposes under this
Seventh Issuer Trust Deed. Each Seventh 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
Seventh 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 Seventh 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 Seventh 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 Seventh Issuer Notes.
7. COVENANT OF COMPLIANCE
The Seventh Issuer covenants with the Note Trustee that it will
comply with and perform and observe all the provisions of these
presents, the Seventh Issuer Notes, the Seventh Issuer Deed of Charge,
the Seventh Issuer Paying Agent and Agent Bank Agreement and the
documents executed pursuant thereto and the other Transaction Documents
which are
11
expressed to be binding on it. The Conditions shall be binding on the
Seventh Issuer, the Noteholders, the Note Trustee and all persons
claiming through or under any of them. The Note Trustee shall be entitled
to enforce the obligations of the Seventh Issuer under the Seventh 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 Seventh 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 SEVENTH ISSUER NOTES AND RECORDS
8.1 The Seventh Issuer shall procure that all Seventh Issuer Notes (i)
redeemed, (ii) being mutilated or defaced, surrendered and replaced
pursuant to Condition 13 or (iii) exchanged as provided in these
presents shall forthwith be cancelled by or on behalf of the Seventh
Issuer and a certificate stating:
(a) the aggregate principal amount of Seventh Issuer Notes which have
been redeemed;
(b) the serial numbers of Seventh Issuer Notes of each class so
redeemed;
(c) the aggregate amount of interest paid (and the due dates of such
payments) on Seventh Issuer Notes of each class; and
(d) the aggregate principal amounts of Seventh Issuer Notes of each
class which have been so exchanged and replaced and the serial
numbers of such Seventh Issuer Notes in definitive form,
shall be given to the Note Trustee by or on behalf of the Seventh
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 such
certificate as conclusive evidence of such redemption, purchase,
exchange or replacement pro tanto of the Seventh Issuer Notes or payment
of interest thereon and of cancellation of the relative Seventh Issuer
Notes.
8.2 The Seventh Issuer shall procure that the Registrar shall keep a full
and complete record of all Seventh Issuer Notes and of their redemption,
cancellation, payment or exchange (as the case may be) and of all
replacement Seventh Issuer Notes issued in substitution for lost,
stolen, mutilated, defaced or destroyed Seventh Issuer Notes. The
Seventh Issuer shall procure that the Registrar shall at all reasonable
times make such record available to the Seventh Issuer and the Note
Trustee.
8.3 All records and certificates maintained pursuant to this Clause shall
make a distinction between Definitive Seventh Issuer Notes and Global
Seventh 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 Seventh Issuer or any other person as it may think
fit to enforce its obligations under these presents, the Seventh Issuer
Notes or any of the other Transaction Documents.
9.2 Unless the contrary be proved, proof that as regards any specified
Seventh Issuer Note the Seventh Issuer has made default in paying any
amount due in respect of such Seventh Issuer
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Note shall be sufficient evidence that the same default has been made as
regards all other Seventh 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 Seventh
Issuer Notes having become due and repayable, with effect from the
expiry of the Interest Period during which such Seventh 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
Seventh Issuer Notes or any documents executed pursuant thereto or any
of the other Transaction Documents to which the Note Trustee is a party
unless (i) respectively directed or requested to do so by an
Extraordinary Resolution of the Class A Noteholders, the Class B
Noteholders or the Class M Noteholders or in writing by the holders of
at least one-quarter in aggregate Principal Amount Outstanding of the
Class A Seventh Issuer Notes, the Class B Seventh Issuer Notes or the
Class M Seventh Issuer Notes and (ii) it shall be indemnified 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 Noteholders as aforesaid unless either the
Note Trustee is of the opinion that to do so would not be
materially prejudicial to the interests of the Class A Noteholders
or such action is sanctioned by an Extraordinary Resolution of the
Class A Noteholders; and
(b) the Note Trustee shall not be obliged to act at the direction or
request of the Class M Noteholders as aforesaid unless (i) either
the Note Trustee is of the opinion that to do so would not be
materially prejudicial to the interests of the Class A Noteholders
or such action is sanctioned by an Extraordinary Resolution of the
Class A Noteholders and (ii) either the Note Trustee is of the
opinion that to do so would not be materially prejudicial to the
interests of the Class B Noteholders or such action is sanctioned
by an Extraordinary Resolution of the Class B Noteholders.
10.2 Only the Note Trustee may enforce the provisions of these presents, the
Conditions or the Seventh Issuer Notes. No Noteholder shall be entitled
to proceed directly against the Seventh Issuer or any other party to any
of the 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 M
Noteholder or no Class B Noteholder shall be entitled to take
proceedings for the winding up or administration of the Seventh Issuer
for so long as there are any Class A Seventh Issuer Notes outstanding
and no Class M Noteholder shall be entitled to take proceedings for the
winding up or administration of the Seventh Issuer for so long as there
are any Class B Seventh 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 Seventh Issuer Notes held by it, on or
after the maturity date of the relevant Seventh Issuer Notes set out on
the face of such Seventh Issuer Notes.
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11. DISCHARGE OF PAYMENT
Any payment to be made in respect of the Seventh Issuer Notes by
the Seventh Issuer or the Note Trustee may be made in accordance with
the Conditions and any payment so made shall be a good discharge to the
Seventh Issuer or, as the case may be, the Note Trustee.
12. PARTIAL PAYMENTS
Upon presentation and surrender to the Registrar of a Definitive
Seventh Issuer Note that is redeemed in part, the Principal Paying Agent
shall respectively authenticate for the holder a new Definitive Seventh
Issuer Note equal in principal amount to the principal amount of the
unredeemed portion of the Definitive Seventh Issuer Note surrendered.
Upon presentation of a Global Seventh 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 Seventh
Issuer Note to an amount equal to the aggregate principal amount of the
unredeemed portion of the Global Seventh Issuer Note presented.
13. COVENANTS BY THE SEVENTH ISSUER
So long as any of the Seventh Issuer Notes remains outstanding
(or, in the case of paragraphs (h), (i), (j), (n) and (o), so long as
any of the Seventh 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 Seventh Issuer Notes
remaining outstanding at such time) the Seventh 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;
(b) INFORMATION: give or procure to be given to the Note Trustee such
opinions, certificates, information and evidence as it shall
require and in such form as it shall require, including without
limitation the procurement by the Seventh 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 Seventh 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 on which the Seventh Issuer Notes
are listed;
(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 Seventh Issuer) two copies in English of every
balance sheet, profit and loss account, report, circular and
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;
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(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 is 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 Seventh
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
Seventh 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 Seventh Issuer Notes are listed on the official
list of the United Kingdom Listing Authority or admitted to
trading on the London Stock Exchange, to the United Kingdom
Listing Authority and 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 Seventh 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 Seventh
Issuer has complied, to the best of their knowledge and belief,
with all its obligations contained in these presents and each of
the 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 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 LATE UNCONDITIONAL 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 Seventh Issuer
Notes, receive unconditionally pursuant to the Seventh Issuer
Paying Agent and Agent Bank Agreement, payment of the full amount
in the requisite currency of the monies payable on such due date
on all such Seventh Issuer Notes, or (ii) there are insufficient
funds in US dollars, euro 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;
15
(l) NOTIFICATION OF UNCONDITIONAL PAYMENT: in the event of any
unconditional payment to the Principal Paying Agent, (or any other
relevant Paying Agent) or the Note Trustee of any sum due in
respect of any of the Seventh 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
Seventh Issuer Notes on the official list of the United Kingdom
Listing Authority and to maintain the admission to trading of the
Seventh Issuer Notes on the London Stock Exchange 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 Seventh Issuer Notes on such other
stock exchange or exchanges or securities market or markets as the
Seventh 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 Seventh Issuer Notes on such
other stock exchange or exchanges or securities market or markets
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 or securities market;
(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
Agents, 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
(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
Seventh 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 Seventh 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 Seventh 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, 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 approval for the purposes
of Section 21 of the Financial Services and Markets Act 2000 of
the content of 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;
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(q) COMPLIANCE WITH SEVENTH 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 Seventh 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 either
of such agreement or 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 elects to
prepay any Term Advance in whole or in part under Clause 8 of the
Intercompany Loan Terms and Conditions, the Seventh Issuer shall
exercise its right to redeem the corresponding class or classes of
Seventh Issuer Notes in the same respective aggregate principal
amounts as such Term Advance on the same Interest Payment Date
under Condition 5(B);
(s) REDEMPTION REQUIREMENTS: not give notice of its election to redeem
all or any part of a class or classes of Seventh Issuer Notes
pursuant to Condition 5(D) or (E) unless it shall first have:
(i) given written notice to the Note Trustee of its intention
so to do in accordance with the Seventh Issuer Paying Agent
and Agent Bank Agreement, as applicable;
(ii) delivered to the Note Trustee a certificate signed by two
directors of the Seventh Issuer certifying that the Seventh
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 Seventh Issuer Deed of Charge to be paid in priority to
such class or classes of Seventh Issuer Notes on the
redemption date, and to redeem such class or classes of
Seventh 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 Seventh
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,
but 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 Seventh 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 SEVENTH ISSUER CHARGED PROPERTY: ensure that, save as
permitted in these presents, the Seventh Issuer Deed of Charge,
the Conditions and the other Transaction Documents, no person
other than the Seventh Issuer and the Security Trustee shall have
any equitable or beneficial interest in the Seventh Issuer Charged
Property;
17
(v) MAINTENANCE OF SEVENTH ISSUER CASH MANAGER: ensure that there is
at all times a cash manager appointed in accordance with the
provisions of the Seventh 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 Seventh Issuer Notes by the Seventh
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 Seventh Issuer Transaction Accounts will be applied
by the Seventh Issuer in or towards satisfaction of such of the
obligations set out in the Seventh 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, the Seventh Issuer Paying Agent and Agent
Bank Agreement and the other Transaction Documents and provide the
Registrar with the information specified in Condition 4(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 Seventh 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 Seventh Issuer, the Seventh 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 Seventh 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 and 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, 2003 and at such other times as
the Note Trustee may request in writing, all information in the
possession or control of the Seventh 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
Seventh Issuer to the Note Trustee to take any action under any of
the provisions of this Deed (other than the issuance of Seventh
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) PROTECTION OF SECURITY: promptly after the execution and delivery
of this Deed and each supplement hereto, furnish to the Note
Trustee an Opinion of Counsel stating that in the opinion of such
counsel, appropriate steps have been taken to protect the security
interests of the Note Trustee in the secured property under the
Seventh Issuer Deed of Charge and reciting the details of such
action, or stating that in the opinion of such counsel no such
action is necessary; and the Seventh Issuer shall furnish to the
Note Trustee, not more than three months after the anniversary of
each calendar year, commencing with calendar year 2003, an Opinion
of Counsel stating either that, in the opinion of such counsel,
(i) such action has been taken as is necessary for the proper
protection of the security interests of the Note Trustee in the
secured property under the Seventh Issuer Deed of Charge and
reciting the details of such action or (ii) no such action is
necessary for any of such purposes;
(gg) 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 Seventh
Issuer, together with certified specimen signatures of the same;
and
(hh) 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 NOTE TRUSTEE
14.1 The Seventh Issuer shall pay to the Note Trustee remuneration for its
services as trustee as from the date of this Seventh Issuer Trust Deed,
such remuneration to be at such rate and to be paid on such dates as may
from time to time be agreed between the Seventh 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 Seventh Issuer Notes of any
series be reduced by such amount as shall be agreed between the Seventh
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 Seventh 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 and, where applicable, the Registrar or, as the
case may be, the Note Trustee PROVIDED THAT if upon due presentation of
any Seventh 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 the Noteholders is made.
19
14.2 In the event of the occurrence of a Note Event of Default or the Note
Trustee considering it necessary or being requested by the Seventh
Issuer to undertake duties which the Note Trustee and the Seventh Issuer
agree to be of an exceptional nature or otherwise outside the scope of
the normal duties of the Note Trustee under these presents the Seventh
Issuer shall pay to the Note Trustee such additional remuneration as
shall be agreed between them.
14.3 The Seventh 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 Seventh Issuer failing to
agree:
(a) (in a case to which Clause 14.1 above applies) upon the amount of
the remuneration; or
(b) (in a case to which 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 these
presents, 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 Seventh 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 Seventh Issuer) and the determination of any
such merchant or investment bank shall be final and binding upon the
Note Trustee and the Seventh Issuer.
14.5 In addition to remuneration hereunder, the Seventh Issuer shall on
written request pay (on an indemnity basis) all other costs, charges and
expenses which the Note Trustee and any Appointee 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, these presents and any other Transaction
Document, including but not limited to reasonable 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, these presents or any of the other Transaction Documents.
14.6 All amounts payable pursuant to Clause 14.5 above and/or Clause 15(l)
shall be payable by the Seventh Issuer on the date specified in a 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 three 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 Seventh Issuer Notes any
liabilities incurred under this Deed have been incurred.
20
15. SUPPLEMENT TO TRUSTEE ACT 1925
Section 1 of the Trustee Act 2000 shall not apply to the duties of
the Note Trustee in relation to the trusts constituted by these
presents. Where there are any inconsistencies between the Trustee Acts
and the provision 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 provision 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):
(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 Seventh 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 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 Seventh 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 Seventh Issuer Notes by the Seventh Issuer, the exchange of
any Global Seventh Issuer Note for another Global Seventh Issuer
Note or Definitive Seventh Issuer Notes or the exchange of any
Definitive Seventh Issuer Note for another Definitive Seventh
Issuer Note or the delivery of any Global Seventh Issuer Note or
Definitive Seventh 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 knowledge or express
notice pursuant to these presents to the contrary, the Note
Trustee shall be entitled to assume that no Note Event of Default
21
has happened and that the Seventh Issuer is observing and
performing all 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 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
Seventh 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 Seventh Issuer's liabilities in
respect of the Seventh 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 Seventh
Issuer to discharge or pay such liabilities and other amounts;
(i) SEVENTH ISSUER CHARGED PROPERTY: the Note Trustee may accept
without enquiry, requisition or objection such title as the
Seventh Issuer may have to the Seventh 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 Seventh
Issuer to the Seventh 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 Seventh 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: except in the event of wilful default or
manifest or proven error, the Note Trustee shall be entitled to
rely on a certificate of the Agent Bank, any Paying Agent or any
Reference Bank in respect of every matter and circumstance for
which a certificate of the Agent Bank, any Paying Agent 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 of the Agent Bank, any Paying Agent or any
Reference
22
Bank or any other person as to any other fact or matter prima facie
within the knowledge of the Agent Bank, any Paying Agent 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) SEVENTH 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 Seventh 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 Seventh Issuer shall indemnify the Note
Trustee and every Appointee (except where indemnified by the
Noteholders) and keep it or him indemnified against all
liabilities 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 use
reasonable endeavours to keep the Seventh 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 Seventh 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
Seventh 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 Seventh 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 Seventh Issuer and any rate,
method and date so agreed shall be binding on the Seventh 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 in any case 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
23
the relevant class or classes and any such certificate shall be
conclusive and binding upon the Seventh 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 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 Seventh
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 Noteholders, the
Class B Noteholders and the Class M Noteholders equally
PROVIDED THAT (A) if in the opinion of the Note Trustee
there is a conflict between the interests of the Class A
Noteholders, on the one hand and the interests of the Class
B Noteholders, and/or the Class M Noteholders on the other
hand, the Note Trustee shall have regard only to the
interests of the Class A Noteholders and subject to (B), if
in the opinion of the Note Trustee there is a conflict
between the interests of the Class B Noteholders on the one
hand and the interests of the Class M Noteholders on the
other hand, the Note Trustee shall have regard only to the
interests of the Class B 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
Seventh 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 Seventh Issuer Notes, these
presents or any of the other Transaction Documents, that such
exercise will not be materially prejudicial to the interests of
the Class A Noteholders if each of the Rating Agencies has
confirmed that the then current rating by it of the Class A
Seventh 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 Noteholders if each of the Rating
Agencies has confirmed that the then current rating
24
by it of the Class B Seventh 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 M Noteholders
if each of the Rating Agencies has confirmed that the then current
rating by it of the Class M Seventh 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 Seventh Issuer Notes represented by a Global
Seventh Issuer Note standing to the account of any person. Any
such certificate or other document shall 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;
(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 Seventh 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 Seventh Issuer Notes by
the Rating Agencies or any other person;
(x) ADVANCES AND SUPERVISION: nothing contained in these presents
shall impose any obligation on the Note Trustee to make any
advance to Funding or the Seventh Issuer to supervise the
performance by any Reference Bank or any other person of its
obligations pursuant to any of the Transaction Documents and the
Note Trustee shall
25
be entitled to assume, in the absence of express notice pursuant to
this Deed to the contrary, that such person is properly performing
such obligations;
(y) 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 Seventh
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;
(z) REPORTS BY NOTE TRUSTEE TO NOTEHOLDERS: if required by Trust
Indenture Act Section 313(a), within [60] days after [31st
December] of any year, commencing [31st December] 2003 following
the date of this Deed, the Note Trustee shall deliver to each
Noteholder a brief report dated as of such [31st December] that
complies with Trust Indenture Act Section 313(a). The Note
Trustee also shall comply with Trust Indenture Act Section 313(b),
(c) and (d). Reports delivered pursuant to this Clause 15(z)
shall be sent as provided in Clause 24;
(aa) PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE SEVENTH ISSUER: the
Note Trustee shall comply with Trust Indenture Act Section 311(a),
excluding any creditor relationship listed in Trust Indenture Act
Section 311(b). A Note Trustee who has resigned or been removed
shall be subject to Trust Indenture Act Section 311(a) to the
extent indicated therein. The provisions of Trust Indenture Act
Section 311 shall apply to the Seventh Issuer as the obligor of
the Seventh Issuer Notes;
(bb) 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 Clause
13(t), (dd) or (ee) 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;
(cc) EXPERTS REPORTS AND CERTIFICATES: any advice, opinion, certificate
or report of the Auditors or any person referred to in
Clause 15(a) called for by or provided to the Note Trustee whether
or not addressed to the Note Trustee in accordance with or for the
purposes of these presents may be relied on upon by the Note
Trustee as sufficient evidence of the facts stated therein
notwithstanding that such advice, opinion, 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 or such person in respect
thereof; and
(dd) 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 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
26
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
Seventh Issuer or Funding 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 Seventh Issuer;
(ii) the execution, delivery, legality, validity, adequacy,
admissibility in evidence or enforceability of any
Transaction Document or any other document entered into in
connection therewith;
(iii) the title, ownership, value, sufficiency or existence of
any Seventh Issuer Charged Property or the security
relating thereto;
(iv) the registration, filing, protection or perfection of any
security relating to the Seventh Issuer Charged Property or
the priority of the security thereby created whether in
respect of any initial advance or any subsequent advance or
any other sums or liabilities;
(v) the scope or accuracy of any representations, warranties or
statements made by or on behalf of the Seventh Issuer or
Funding or any other person or entity who has at any time
provided the same in any Transaction Document or in any
document entered into in connection therewith;
(vi) the performance or observance by the Seventh Issuer or
Funding or any other person of any provisions of any
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
Seventh Issuer Charged Property or Transaction Document;
(viii) the title of the Seventh Issuer to any Seventh Issuer
Charged Property;
(ix) the suitability, adequacy or sufficiency of any applicable
criteria for any advances under the Seventh Issuer
Intercompany Loan Agreement or the legality or
recoverability or enforceability thereof or the priority of
the security in relation thereto;
(x) the failure by the Seventh Issuer to obtain or comply with
any licence, consent or other authority in connection with
the Seventh Issuer Charged Property or the 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 created or purported to be
created by or pursuant to any of the Seventh Issuer
27
Charged Property or the 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, standard
securities, charges or other further assurances in relation
to any of the assets that are the subject matter of any of
the Transaction Documents or any other document;
(xii) any assets comprised in the security created by the Seventh
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 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
Seventh Issuer or any other person in respect of any of the
Seventh Issuer Charged Property or Transaction Documents;
or
(xiv) any other matter or thing relating to or in any way
connected with any Seventh Issuer Charged Property or
Transaction Document or any 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 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 SEVENTH 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 Seventh Issuer or any
other party to the Transaction Documents or any person or body
corporate associated with the Seventh Issuer or any other party to
the 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 Seventh Issuer Notes or any other notes, bonds,
stocks, shares, debenture stock, debentures or other securities
of, the Seventh Issuer or any other party to the Transaction
Documents or any person or body corporate associated as
aforesaid); or
28
(b) accepting or holding the trusteeship of any other trust deed
constituting or securing any other notes issued by or relating to
the Seventh Issuer or any other party to the Transaction Documents
or any such person or body corporate so associated or any other
office of profit under the Seventh Issuer or any other party to
the 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 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 shall not be materially
prejudiced thereby waive or authorise any breach or proposed breach by
the Seventh Issuer or any other party thereto of any of the covenants or
provisions contained in these presents or any of the other 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 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 Seventh 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
Seventh 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 Seventh 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 Transaction Documents which in the 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 or (ii) to these presents or
29
any of the other Transaction Documents if in the opinion of the Note
Trustee such modification is of a formal, minor or technical nature or to
correct a manifest or proven error. 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 Seventh 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 Seventh Issuer Notes are rated by the Rating
Agencies, the Seventh Issuer shall notify the Rating Agencies in
writing as soon as reasonably practicable thereafter of any
modification to the provisions of these presents, the Seventh
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 Seventh Issuer Notes and/or the
Transaction Documents PROVIDED THAT such change would not, in the
opinion of the Note Trustee, be materially prejudicial to the
interests of the Noteholders.
18.3 BREACH
Any breach of or failure to comply with any such terms and
conditions as are referred to in Clauses 18.1 and 18.2 of this Clause
shall constitute a default by the Seventh 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 Seventh 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 Seventh
Issuer Note or of a particular principal amount of the Seventh Issuer
Notes as the absolute owner of such Seventh Issuer Note or principal
amount, as the case may be, for all purposes (whether or not such
Seventh 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 Seventh 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 Seventh Issuer Note or Global Seventh 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 Seventh Issuer Note or principal amount, as the case may be.
20. CURRENCY INDEMNITY
The Seventh 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 Seventh 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
Seventh 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 Seventh Issuer
and
30
(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 shall constitute an obligation of the Seventh
Issuer separate and independent from its obligations under the other
provisions of these presents and the Seventh 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 Seventh 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 Seventh 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 Trust Indenture Act Sections 310(a)(1) and
310(a)(2). The Note Trustee shall have a combined capital and surplus
of at least $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 Trust Indenture Act Section
310(b), the Note Trustee and the Seventh Issuer shall comply with the
provisions of Trust Indenture Act Section 310(b); provided, however,
that there shall be excluded from the operation of Trust Indenture Act
Section 310(b)(1) any deed or deeds under which other securities or
certificates of interest or participation in other securities of the
Seventh Issuer are outstanding if the requirements for such exclusion
set forth in Trust Indenture Act Section 310(b)(1) 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 Seventh Issuer but no person shall
be appointed who shall not previously have been approved by an
Extraordinary Resolution of the Class A Noteholders, the Class B
Noteholders and the Class M 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 Seventh 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 US Investment Company Act of 1940; (ii) not be an affiliate (as
defined in Rule 405 of the US Securities Act of 1933, as amended) of the
Seventh Issuer or of any person involved in the organisation or
operation of the Seventh Issuer; (iii) not offer or provide credit or
credit enhancement to the Seventh Issuer; and (iv) execute an agreement
or instrument concerning the Seventh Issuer
31
Notes containing provisions to the effect set forth in section 26(a)(3)
of the US Investment Company Act of 1940.
21.3 SEPARATE AND CO-TRUSTEES
Notwithstanding the provisions of Clause 21.2 above, the Note
Trustee may, upon giving prior notice to the Seventh Issuer (but without
requiring the consent of the Seventh 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 Transaction Documents against the Seventh Issuer or any
other party thereto.
The Seventh 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 Seventh 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 these presents. The Seventh 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 Seventh
Issuer Notes.
32
24. NOTICES
24.1 Any notice or demand to the Seventh Issuer or the Note Trustee to be
given, made or served for any purposes under these presents 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) Seventh Issuer:
Xxxxxx Financing (No. 7) PLC
c/o Abbey House (AAM 126)
000 Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxxxx XX0 0XX
For the attention of: Securitisation Team, Retail Customer
Risk and Decisioning
Facsimile: (00) 0000 000 000
(b) Note Trustee:
The Bank of New York
Xxx Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
For the attention of: Global Structured Finance - Corporate
Trust
Facsimile: (00) 00 0000 0000/6399
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 Seventh Issuer Notes. The Seventh Issuer, the Note
Trustee, the Principal Paying Agent, the Registrar and anyone else shall
have the protection of 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 Seventh 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.
33
25. RIGHTS OF THIRD PARTIES
No person who is not a party to this Deed shall have any right
under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Deed.
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 Seventh Issuer to the Note
Trustee to take any action under this Deed, the Seventh 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 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 relating to the proposed action have been complied with.
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. RELEASE OF COLLATERAL
Except to the extent expressly provided in this Clause 28, the
Note Trustee shall release property from the security constituted by the
Seventh Issuer Deed of Charge only upon receipt of a request from the
Seventh Issuer accompanied by an Officers' Certificate, an Opinion of
Counsel and certificates of independent parties in accordance with Trust
Indenture Act Sections 314(c) and 314(d)(1) (INDEPENDENT CERTIFICATES)
or an Opinion of Counsel in
34
lieu of such Independent Certificates to the effect that the Trust
Indenture Act does not require any such Independent Certificates.
Prior to the release of any property or securities subject to the
lien of the Seventh Issuer Deed of Charge, the Seventh Issuer shall, in
addition to any obligation imposed in this Clause 28 or elsewhere in
this Deed, furnish to the Note Trustee an Officers' Certificate
certifying or stating the opinion of each person signing such
certificate as to the fair value to the Seventh Issuer of the property
or securities to be so released. The officers so certifying may consult
with, and may conclusively rely upon a certificate as to the fair value
of such property provided to such officers by an internationally
recognised financial institution with expertise in such matters.
Whenever the Seventh Issuer is required to furnish to the Note
Trustee an Officers' Certificate certifying or stating the opinion of
any signer thereof as to the matters described in the preceding
paragraph, the Seventh Issuer shall also deliver to the Note Trustee an
Independent Certificate as to the same matters, if the fair value to the
Seventh Issuer of the property to be so released and of all other such
property made the basis of any such release since the commencement of
the then current fiscal year of the Seventh Issuer, as set forth in the
certificates delivered pursuant to this Clause 28, is 10 per cent. or
more of the Principal Amount Outstanding of the Seventh Issuer Notes,
but such a certificate need not be furnished with respect to any
property so released if the fair value thereof to the Seventh Issuer as
set forth in the related Officers' Certificate is less than $25,000 or
less than one per cent. of the Principal Amount Outstanding of the
Seventh Issuer Notes.
Whenever any property is to be released from the security
constituted by the Seventh Issuer Deed of Charge, the Seventh Issuer
shall also furnish to the Note Trustee an Officer's Certificate
certifying or stating the opinion of each person signing such
certificate that in the opinion of such person the proposed release will
not impair the security under this Deed in contravention of the
provisions hereof.
Notwithstanding anything to the contrary contained herein, the
Seventh Issuer may (a) make cash payments out of the Seventh Issuer
Accounts relating to the Seventh Issuer Notes as and to the extent
permitted or required by the Transaction Documents and (b) take any
other action not inconsistent with the Trust Indenture Act.
29. GOVERNING LAW
These presents and the Seventh Issuer Notes are governed by, and
shall be construed in accordance with, English law.
30. 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.
IN WITNESS WHEREOF this Deed has been executed as a deed by the Seventh
Issuer and the Note Trustee and delivered on the date first stated on page 1.
35
SIGNATORIES
THE SEVENTH ISSUER
EXECUTED and DELIVERED as a DEED by )
XXXXXX FINANCING (NO. 7) PLC )
acting by two directors/a )
director and the secretary )
Director
Director/Secretary
THE NOTE TRUSTEE
EXECUTED and DELIVERED as a DEED by )
THE BANK OF NEW YORK, )
LONDON BRANCH )
acting by its attorney )
in the presence of: )
Witness:
Name:
Address:
36
SCHEDULE 1
FORMS OF GLOBAL SEVENTH ISSUER NOTES
PART 1A
SERIES 1 CLASS A GLOBAL SEVENTH ISSUER NOTE
NOTE NO. 1
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 1 CLASS A GLOBAL SEVENTH ISSUER NOTE
representing up to
US$500,000,000 SERIES 1 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
APRIL 2004
(Initial aggregate principal amount of Series 1 Class A Global Notes:
US$750,000,000)
This Series 1 Class A Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 1 Class A Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to five hundred
million US dollars (US$500,000,000) and governed by a Seventh Issuer Trust Deed
dated {circle} March, 2003 (the SEVENTH ISSUER TRUST DEED) between the Seventh
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 Seventh Issuer
Trust Deed. Terms not defined herein have the meanings ascribed to them in the
Amended and Restated Master Definitions and Construction Schedule and the
Seventh Issuer Master Definitions and Construction Schedule, both dated
{circle} March, 2003 and signed for the purposes of identification by Xxxxx &
Xxxxx and Xxxxxxxxx and Xxx, and the Seventh Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Seventh Issuer Note shall be
that amount not exceeding US$500,000,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof five
hundred million US dollars (US$500,000,000)) on the Interest Payment
Date falling in April 2004 (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions
or the Seventh Issuer Trust Deed) and to pay
37
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 Seventh Issuer Note at the rates determined in accordance with the
Conditions together with such premium and other amounts (if any) as may
be payable, all subject to and in accordance with the Conditions and the
provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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 Seventh 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 Seventh Issuer Closing Date, the
Seventh Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Seventh
Issuer Notes which would not be required were the relevant Seventh
Issuer Notes in definitive registered form. Thereupon the holder of
this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
38
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh 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 Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ................................
(Duly authorised)
Issued in London, England on ? March, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.....................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
39
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
40
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
seventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
41
PART 1B
SERIES 1 CLASS A GLOBAL SEVENTH ISSUER NOTE
NOTE NO. 2
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 1 CLASS A GLOBAL SEVENTH ISSUER NOTE
representing up to
US$250,000,000 SERIES 1 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
APRIL 2004
(Initial aggregate principal amount of Series 1 Class A Global Notes:
US$750,000,000)
This Series 1 Class A Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 1 Class A Seventh Issuer Notes of XXXXXX FINANCING (NO.76) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the
SEVENTH ISSUER NOTES), limited to the aggregate principal amount of up to two
hundred and fifty million US dollars (US$250,000,000) and governed by a
Seventh Issuer Trust Deed dated {circle}, 2003 (the SEVENTH ISSUER TRUST DEED)
between the Seventh 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 ERROR! REFERENCE
SOURCE NOT FOUND. to the Seventh Issuer Trust Deed. Terms not defined herein
have the meanings ascribed to them in the Amended and Restated Master
Definitions and Construction Schedule and the Seventh Issuer Master
Definitions and Construction Schedule, both dated {circle}, 2003 and signed for
the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the
Seventh Issuer Trust Deed. The aggregate principal amount from time to time of
this Global Seventh Issuer Note shall be that amount not exceeding
US$250,000,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the
Seventh Issuer promises to pay to the registered holder hereof the
principal amount of this Global Seventh Issuer Note (being at the date
hereof two hundred and fifty million US dollars (US$250,000,000)) on the
Interest Payment Date falling in April 2004 (or on such earlier date as
the said principal amount may become repayable in accordance with the
Conditions or the Seventh 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
Seventh Issuer Note at the rates determined in accordance with the
Conditions together with such premium and other amounts (if any) as may
be payable, all subject to and in accordance with the Conditions and the
provisions of the Seventh Issuer Trust Deed.
42
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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 Seventh 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 Seventh Issuer Closing Date, the
Seventh Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Seventh
Issuer Notes which would not be required were the relevant Issuer Notes
in definitive registered form. Thereupon the holder of this Global
Seventh Issuer Note (acting on the instructions of (a) holder(s) of (a)
Book-Entry Interest(s)) may give notice to the Seventh Issuer, and the
Seventh Issuer may give notice to the Note Trustee and the Noteholders,
of its intention to exchange this Global Seventh Issuer Note for
Definitive Seventh Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to
the order of the Registrar. In exchange for this Global Seventh Issuer
Note the Seventh Issuer will deliver, or procure the delivery of,
Definitive Seventh Issuer Notes in registered form in denominations of
US$1,000, US$10,000 or US$100,000 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 Seventh 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 Seventh Issuer
Note in accordance with the Seventh Issuer Trust Deed, the Conditions
and the Seventh 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 Seventh 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
Seventh Issuer Note for Definitive Seventh Issuer Notes, this Global
Seventh Issuer Note shall be surrendered to or to the order of the
Registrar and cancelled and, if the holder of this Global Seventh
Issuer Note requests, returned to it together with any relevant
Definitive Seventh Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by
43
this Global Seventh Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Seventh Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Seventh 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
Seventh 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 Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ...........................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
44
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
45
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
46
PART 2
SERIES 1 CLASS B GLOBAL SEVENTH ISSUER NOTE
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 1 CLASS B GLOBAL SEVENTH ISSUER NOTE
representing up to
US$22,500,000 SERIES 1 CLASS B FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2040
This Series 1 Class B Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 1 Class B Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to twenty two
million five hundred thousand US dollars (US$22,500,000) and governed by a
Seventh Issuer Trust Deed dated ?, 2003 (the SEVENTH ISSUER TRUST DEED) between
the Seventh 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 1 to the
Seventh Issuer Trust Deed. Terms not defined herein have the meanings ascribed
to them in the Amended and Restated Master Definitions and Construction
Schedule and the Seventh Issuer Master Definitions and Construction Schedule,
both dated ?, 2003 and signed for the purposes of identification by Xxxxx &
Xxxxx and Xxxxxxxxx and May, and the Seventh Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Seventh Issuer Note shall be
that amount not exceeding US$22,500,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof
twenty two million five hundred thousand US dollars (US$22,500,000)) on
the Interest Payment Date falling in July 2040 (or on such earlier date
as the said principal amount may become repayable in accordance with the
Conditions or the Seventh 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 Seventh Issuer Note at the rates
determined in accordance with the Conditions together with such premium
and other amounts (if any) as may be payable, all subject to and in
accordance with the Conditions and the provisions of the Seventh Issuer
Trust Deed.
47
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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 Seventh 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 Seventh Issuer Closing Date, the
Seventh Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Seventh
Issuer Notes which would not be required were the relevant Seventh
Issuer Notes in definitive registered form. Thereupon the holder of
this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by
48
this Global Seventh Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Seventh Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Seventh 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
Seventh 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 Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ...............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
......................................
Xxxx authorised
for and on behalf of
[JPMORGAN CHASE BANK, LONDON BRANCH]
as Principal Paying Agent
49
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
50
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
51
PART 3
SERIES 1 CLASS M GLOBAL SEVENTH ISSUER NOTE
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 1 CLASS M GLOBAL SEVENTH ISSUER NOTE
representing up to
US$38,250,000 SERIES 1 CLASS M FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2040
This Series 1 Class M Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 1 Class M Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to thirty eight
million two hundred and fifty thousand US dollars (US$38,250,000) and governed
by a Seventh Issuer Trust Deed dated {circle}, 2003 (the SEVENTH ISSUER TRUST
DEED) between the Seventh 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 Seventh Issuer Trust Deed. Terms not defined herein have the
meanings ascribed to them in the Amended and Restated Master Definitions and
Construction Schedule and the Seventh Issuer Master Definitions and Construction
Schedule, both dated {circle}, 2003 and signed for the purposes of
identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the Seventh Issuer
Trust Deed. The aggregate principal amount from time to time of this Global
Seventh Issuer Note shall be that amount not exceeding US$38,250,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof
thirty eight million two hundred and fifty thousand US dollars
(US$38,250,000) on the Interest Payment Date falling in July 2040 (or on
such earlier date as the said principal amount may become repayable in
accordance with the Conditions or the Seventh 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 Seventh Issuer Note at
the rates determined in accordance with the Conditions together with
such premium and other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the
Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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
52
(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 Seventh
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 Seventh Issuer
Closing Date, the Seventh Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Seventh Issuer Notes which would not be required were the relevant
Seventh Issuer Notes in definitive registered form. Thereupon the holder
of this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh Issuer Note shall be reduced for all purposes by the principal
amount so paid and endorsed.
53
All payments of any amounts payable and paid to the registered
holder of this Global Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: .............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
...................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
54
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
55
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
56
PART 4A
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE
NOTE NO. 1
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE
representing up to
US$500,000,000 SERIES 2 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
JANUARY 2008
(Initial aggregate principal amount of Series 2 Class A Global Notes:
US$1,250,000,000)
This Series 2 Class A Seventh Issuer Note is a Global Seventh Issuer Note
without principal or interest coupons in respect of a duly authorised issue of
Series 2 Class A Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC (the
SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH ISSUER
NOTES), limited to the aggregate principal amount of up to five hundred million
US dollars (US$500,000,000) and governed by a Seventh Issuer Trust Deed dated
{circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between the Seventh 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 Seventh Issuer Trust Deed. Terms not
defined herein have the meanings ascribed to them in the Amended and Restated
Master Definitions and Construction Schedule and the Seventh Issuer Master
Definitions and Construction Schedule, both dated {circle}, 2003 and signed for
the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the
Seventh Issuer Trust Deed. The aggregate principal amount from time to time of
this Global Seventh Issuer Note shall be that amount not exceeding
US$500,000,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof five
hundred million US dollars (US$500,000,000) on the Interest Payment Date
falling in January 2008 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Seventh 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 Seventh Issuer Note at the rates determined in accordance with
the Conditions together with such premium and other amounts (if any) as
may be payable, all subject to and in accordance with the Conditions and
the provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified
57
the Seventh Issuer that it is at any time unwilling or unable to continue
as holder of this Global Seventh 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 Seventh 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 Seventh Issuer
Closing Date, the Seventh Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Seventh Issuer Notes which would not be required were the relevant
Seventh Issuer Notes in definitive registered form. Thereupon the holder
of this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
Issuer on Part I of the Schedule hereto.
58
Upon any payment of principal and endorsement of such payment on
Part I of the Schedule hereto, the principal amount of this Global
Seventh 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 Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ................................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
......................................
Xxxx authorised for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
59
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
60
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
61
PART 4B
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE
NOTE NO. 2
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE
representing up to
US$500,000,000 SERIES 2 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
JANUARY 2008
(Initial aggregate principal amount of Series 2 Class A Global Notes:
US$1,250,000,000)
This Series 2 Class A Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 2 Class A Seventh Issuer Notes of Xxxxxx Financing (No. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to five hundred
million US dollars (US$500,000,000) and governed by a Seventh Issuer Trust Deed
dated {circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between the Seventh 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 Seventh Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Seventh Issuer
Master Definitions and Construction Schedule, both dated {circle}, 2003 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Seventh Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Seventh Issuer Note shall be that amount not
exceeding US$500,000,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof
fifty million US dollars (US$500,000,000) on the Interest Payment Date
falling in January 2008 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Seventh 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 Seventh Issuer Note at the rates determined in accordance with
the Conditions together with such premium and other amounts (if any) as
may be payable, all subject to and in accordance with the Conditions and
the provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified
62
the Seventh Issuer that it is at any time unwilling or unable to continue
as holder of this Global Seventh 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 Seventh 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 Seventh Issuer
Closing Date, the Seventh Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Seventh Issuer Notes which would not be required were the relevant
Seventh Issuer Notes in definitive registered form. Thereupon the holder
of this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
Issuer on Part I of the Schedule hereto.
63
Upon any payment of principal and endorsement of such payment on
Part I of the Schedule hereto, the principal amount of this Global
Seventh 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 Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
64
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
65
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
66
PART 4C
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE
NOTE NO. 3
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE
representing up to
US$250,000,000 SERIES 2 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
JANUARY 2008
(Initial aggregate principal amount of Series 2 Class A Global Notes:
US$1,250,000,000)
This Series 2 Class A Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 2 Class A Seventh Issuer Notes of Xxxxxx Financing (No. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to two hundred
and fifty million US dollars (US$250,000,000) and governed by a Seventh Issuer
Trust Deed dated {circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between the
Seventh 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 Seventh Issuer
Trust Deed. Terms not defined herein have the meanings ascribed to them in the
Amended and Restated Master Definitions and Construction Schedule and the
Seventh Issuer Master Definitions and Construction Schedule, both dated
{circle}, 2003 and signed for the purposes of identification by Xxxxx & Xxxxx
and Xxxxxxxxx and May, and the Seventh Issuer Trust Deed. The aggregate
principal amount from time to time of this Global Seventh Issuer Note shall be
that amount not exceeding US$250,000,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof two
hundred and fifty million US dollars (US$250,000,000) on the Interest
Payment Date falling in January 2008 (or on such earlier date as the
said principal amount may become repayable in accordance with the
Conditions or the Seventh 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 Seventh Issuer Note at the rates determined in
accordance with the Conditions together with such premium and other
amounts (if any) as may be payable, all subject to and in accordance
with the Conditions and the provisions of the Seventh Issuer Trust Deed.
67
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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 Seventh 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 Seventh Issuer Closing Date, the
Seventh Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Seventh
Issuer Notes which would not be required were the relevant Seventh
Issuer Notes in definitive registered form. Thereupon the holder of
this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by
68
this Global Seventh Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Seventh Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Seventh 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
Seventh 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 Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: .............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
..................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
69
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
70
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
71
PART 5
SERIES 2 CLASS B GLOBAL SEVENTH ISSUER NOTE
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 2 CLASS B GLOBAL SEVENTH ISSUER NOTE
representing up to
US$37,500,000 SERIES 2 CLASS B FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2040
This Series 2 Class B Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 2 Class B Seventh Issuer Notes of Xxxxxx Financing (No. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to thirty seven
million five hundred thousand US dollars (US$37,500,000) and governed by a
Seventh Issuer Trust Deed dated {circle}, 2003 (the SEVENTH ISSUER TRUST DEED)
between the Seventh 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 1 to the
Seventh Issuer Trust Deed. Terms not defined herein have the meanings ascribed
to them in the Amended and Restated Master Definitions and Construction
Schedule and the Seventh Issuer Master Definitions and Construction Schedule,
both dated {circle}, 2003 and signed for the purposes of identification by
Xxxxx & Xxxxx and Xxxxxxxxx and May, and the Seventh Issuer Trust Deed. The
aggregate principal amount from time to time of this Global Seventh Issuer Note
shall be that amount not exceeding US$37,500,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof to
thirty seven million five hundred thousand US dollars (US$37,500,000) on
the Interest Payment Date falling in July 2040 (or on such earlier date
as the said principal amount may become repayable in accordance with the
Conditions or the Seventh 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 Seventh Issuer Note at the rates
determined in accordance with the Conditions together with such premium
and other amounts (if any) as may be payable, all subject to and in
accordance with the Conditions and the provisions of the Seventh Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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
72
(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 Seventh
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 Seventh Issuer
Closing Date, the Seventh Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Seventh Issuer Notes which would not be required were the relevant
Seventh Issuer Notes in definitive registered form. Thereupon the holder
of this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh Issuer Note shall be reduced for all purposes by the principal
amount so paid and endorsed.
73
All payments of any amounts payable and paid to the registered
holder of this Global Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh Issuer
Note to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
74
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
75
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
76
PART 6
SERIES 2 CLASS M GLOBAL SEVENTH ISSUER NOTE
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 2 CLASS M GLOBAL SEVENTH ISSUER NOTE
representing up to
US$63,750,000 SERIES 2 CLASS M FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2040
This Series 2 Class M Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 2 Class M Seventh Issuer Notes of Xxxxxx Financing (No. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to sixty three
million seven hundred and fifty thousand US dollars (US$63,750,000) and
governed by a Seventh Issuer Trust Deed dated {circle}, 2003 (the SEVENTH
ISSUER TRUST DEED) between the Seventh 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 1 to the Seventh Issuer Trust Deed. Terms not defined herein have
the meanings ascribed to them in the Amended and Restated Master Definitions
and Construction Schedule and the Seventh Issuer Master Definitions and
Construction Schedule, both dated {circle}, 2003 and signed for the purposes of
identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the Seventh Issuer
Trust Deed. The aggregate principal amount from time to time of this Global
Seventh Issuer Note shall be that amount not exceeding US$63,750,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof to
sixty three million seven hundred and fifty thousand US dollars
(US$63,750,000) on the Interest Payment Date falling in July 2040 (or on
such earlier date as the said principal amount may become repayable in
accordance with the Conditions or the Seventh 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 Seventh Issuer Note at
the rates determined in accordance with the Conditions together with
such premium and other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the
Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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 Seventh Issuer within 90 days of such
77
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 Seventh Issuer Closing Date, the
Seventh Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Seventh
Issuer Notes which would not be required were the relevant Seventh
Issuer Notes in definitive registered form. Thereupon the holder of
this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh Issuer Note shall be reduced for all purposes by the principal
amount so paid and endorsed.
78
All payments of any amounts payable and paid to the registered
holder of this Global Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ...........................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
79
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
80
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
Seventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
81
PART 7
SERIES 3 CLASS A GLOBAL SEVENTH ISSUER NOTE
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 3 CLASS A GLOBAL SEVENTH ISSUER NOTE
representing up to
US$500,000,000 SERIES 3 CLASS A FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2020
This Series 3 Class A Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 3 Class A Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to five hundred
million US dollars (US$500,000,000) and governed by a Seventh Issuer Trust Deed
dated {circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between the Seventh 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 1 to the Seventh Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Seventh Issuer
Master Definitions and Construction Schedule, both dated {circle}, 2003 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Seventh Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Seventh Issuer Note shall be that amount not
exceeding US$500,000,000 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 above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof to
five hundred million US dollars (US$500,000,000) on the Interest Payment
Date falling in July 2040 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Seventh 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 Seventh Issuer Note at the rates determined in accordance
with the Conditions together with such premium and other amounts (if
any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh Issuer Notes only if (i)
The Depositary Trust Company (DTC) has notified the Seventh Issuer that
it is at any time unwilling or unable to continue as holder of this
Global Seventh 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
82
(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 Seventh
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 Seventh Issuer
Closing Date, the Seventh Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Seventh Issuer Notes which would not be required were the relevant
Seventh Issuer Notes in definitive registered form. Thereupon the holder
of this Global Seventh Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Seventh
Issuer, and the Seventh Issuer may give notice to the Note Trustee and
the Noteholders, of its intention to exchange this Global Seventh Issuer
Note for Definitive Seventh Issuer Notes on or after the Exchange Date
(as defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of US$1,000,
US$10,000 or US$100,000 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
Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh Issuer Note shall be reduced for all purposes by the principal
amount so paid and endorsed.
83
All payments of any amounts payable and paid to the registered
holder of this Global Seventh 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. AUTHENTICATION
This Global Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ...........................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
84
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
US$ US$ US$ US$
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
85
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
Seventh Issuer Notes
US$ US$ US$
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
86
PART 8
SERIES 3 CLASS B GLOBAL SEVENTH ISSUER NOTE
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 3 CLASS B GLOBAL SEVENTH ISSUER NOTE
representing up to
{pound-sterling}15,000,000 SERIES 3 CLASS B FLOATING RATE SEVENTH
ISSUER NOTES DUE JULY 2040
This Series 3 Class B Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 3 Class B Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to fifteen
million pounds sterling ({pound-sterling}15,000,000) and governed by a Seventh
Issuer Trust Deed dated {circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between
the Seventh 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
Seventh Issuer Trust Deed. Terms not defined herein have the meanings ascribed
to them in the Amended and Restated Master Definitions Schedule and the Seventh
Issuer Master Definitions Schedule, both dated {circle}, 2003 and signed for
the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the
Seventh Issuer Trust Deed. The aggregate principal amount from time to time of
this Global Seventh Issuer Note shall be that amount not exceeding
{pound-sterling}15,000,000 as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Chase Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof
fifteen million pounds sterling ({pound-sterling}15,000,000)) on the
Interest Payment Date falling in July 2040 (or on such earlier date as
the said principal amount may become repayable in accordance with the
Conditions or the Seventh Issuer Trust Deed) and to pay
87
interest quarterly in arrear on each Interest Payment Date on the
principal amount from time to time of this Global Seventh Issuer Note at
the rates determined in accordance with Conditions together with such
premium and other amounts (if any) as may be payable, all subject to and
in accordance with the Conditions and the provisions of the Seventh
Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh 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 Seventh Issuer Closing Date, the Seventh
Issuer or any Paying Agent is or will be required to make any deduction
or withholding from any payment in respect of the Seventh Issuer Notes
which would not be required were the relevant Seventh Issuer Notes in
definitive registered form. Thereupon the holder of this Global Seventh
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-
Entry Interest(s)) may give notice to the Seventh Issuer, and the
Seventh Issuer may give notice to the Note Trustee and the Noteholders,
of its intention to exchange this Global Seventh Issuer Note for
Definitive Seventh Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of
{pound-sterling}10,000 or {pound-sterling}100,000 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 Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes this Global Seventh Issuer
Note, shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
88
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh 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 Seventh 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 Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
89
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
{pound-sterling} {pound-sterling} {pound-sterling} {pound-sterling}
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
90
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
Seventh Issuer Notes
{pound-sterling} {pound-sterling} {pound-sterling}
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
91
PART 9
SERIES 3 CLASS M GLOBAL SEVENTH ISSUER NOTE
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 3 CLASS M GLOBAL SEVENTH ISSUER NOTE
representing up to
{pound-sterling}20,000,000 SERIES 3 CLASS M FLOATING RATE SEVENTH ISSUER
NOTES DUE JULY 2040
This Series 3 Class M Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 3 Class M Seventh Issuer Notes of Xxxxxx Financing (No. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to twenty
million pounds sterling ({pound-sterling}20,000,000) and governed by a Seventh
Issuer Trust Deed dated {circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between
the Seventh 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
Seventh Issuer Trust Deed. Terms not defined herein have the meanings ascribed
to them in the Amended and Restated Master Definitions Schedule and the Seventh
Issuer Master Definitions Schedule, both dated {circle}, 2003 and signed for
the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the
Seventh Issuer Trust Deed. The aggregate principal amount from time to time of
this Global Seventh Issuer Note shall be that amount not
exceeding{pound-sterling}20,000,000 as shall be shown by the latest entry duly
made in the Schedule hereto.
This is to certify that:
Chase Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof
twenty million pounds sterling ({pound-sterling}20,000,000)) on the
Interest Payment Date falling in July 2040 (or on such earlier date as
the said principal amount may become repayable in accordance with the
Conditions or the Seventh 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 Seventh Issuer Note at the rates
determined in accordance with
92
Conditions together with such premium and other amounts (if any) as may
be payable, all subject to and in accordance with the Conditions and the
provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh 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 Seventh Issuer Closing Date, the Seventh
Issuer or any Paying Agent is or will be required to make any deduction
or withholding from any payment in respect of the Seventh Issuer Notes
which would not be required were the relevant Seventh Issuer Notes in
definitive registered form. Thereupon the holder of this Global Seventh
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-
Entry Interest(s)) may give notice to the Seventh Issuer, and the
Seventh Issuer may give notice to the Note Trustee and the Noteholders,
of its intention to exchange this Global Seventh Issuer Note for
Definitive Seventh Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations
of{pound-sterling}10,000 or {pound-sterling}100,00 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 Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes this Global Seventh Issuer
Note, shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
93
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh 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 Seventh 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 Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
94
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
{pound-sterling} {pound-sterling} {pound-sterling} {pound-sterling}
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
95
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
Seventh Issuer Notes
{pound-sterling} {pound-sterling} {pound-sterling}
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
96
PART 10
SERIES 4 CLASS A1 GLOBAL SEVENTH ISSUER NOTE
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 4 CLASS A1 GLOBAL SEVENTH ISSUER NOTE
representing up to
E50,000,000 SERIES 4 CLASS A1 FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2040
This Series 4 Class A1 Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 4 Class A1 Seventh Issuer Notes of Xxxxxx Financing (No. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to five hundred
million euro (e500,000,000) and governed by a Seventh Issuer Trust Deed dated
{circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between the Seventh 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 Seventh Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Seventh Issuer
Master Definitions and Construction Schedule, both dated {circle}, 2003 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Seventh Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Seventh Issuer Note shall be that amount not
exceedinge500,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Chase Nominees Limited as nominee on behalf of Common Depositary
is/are the duly registered holder(s) of one of the above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof five
hundred million euro (e500,000,000)) on the Interest Payment Date
falling in July 2040 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Seventh Issuer Trust Deed) and to pay interest quarterly in arrear on
each Interest Payment Date on the principal amount from time
97
to time of this Global Seventh Issuer Note at the rates determined in
accordance with the Conditions together with such premium and other
amounts (if any) as may be payable, all subject to and in accordance with
the Conditions and the provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh 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 Seventh Issuer Closing Date, the Seventh
Issuer or any Paying Agent is or will be required to make any deduction
or withholding from any payment in respect of the Seventh Issuer Notes
which would not be required were the relevant Seventh Issuer Notes in
definitive registered form. Thereupon the holder of this Global Seventh
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-
Entry Interest(s)) may give notice to the Seventh Issuer, and the
Seventh Issuer may give notice to the Note Trustee and the Noteholders,
of its intention to exchange this Global Seventh Issuer Note for
Definitive Seventh Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of e500,000
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 Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
98
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh 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 Seventh 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 Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
99
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
{e} {e} {e} {e}
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
100
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
Seventh Issuer Notes
{e} {e} {e}
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
101
PART 11
SERIES 4 CLASS A2 GLOBAL SEVENTH ISSUER NOTE
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 4 CLASS A2 GLOBAL SEVENTH ISSUER NOTE
representing up to
{pound-sterling}250,000,000 SERIES 4 CLASS A2 FLOATING RATE SEVENTH
ISSUER NOTES DUE JULY 2040
This Series 4 Class A2 Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 4 Class A2 Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to two hundred
and fifty million pounds sterling ({pound-sterling}250,000,000) and governed by
a Seventh Issuer Trust Deed dated {circle}, 2003 (the SEVENTH ISSUER TRUST
DEED) between the Seventh 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 Seventh Issuer Trust Deed. Terms not defined herein have the meanings
ascribed to them in the Amended and Restated Master Definitions and
Construction Schedule and the Seventh Issuer Master Definitions and
Construction Schedule, both dated {circle}, 2003 and signed for the purposes of
identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the Seventh Issuer
Trust Deed. The aggregate principal amount from time to time of this Global
Seventh Issuer Note shall be that amount not exceeding
{pound-sterling}250,000,000 as shall be shown by the latest entry duly made in
the Schedule hereto.
This is to certify that:
Chase Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
102
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof two
hundred and fifty million pounds sterling ({pound-sterling}250,000,000))
on the Interest Payment Date falling in July 2040 (or on such earlier
date as the said principal amount may become repayable in accordance
with the Conditions or the Seventh 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 Seventh Issuer Note at
the rates determined in accordance with the Conditions together with
such premium and other amounts (if any) as may be payable, all subject
to and in accordance with the Conditions and the provisions of the
Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh 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 Seventh Issuer Closing Date, the Seventh
Issuer or any Paying Agent is or will be required to make any deduction
or withholding from any payment in respect of the Seventh Issuer Notes
which would not be required were the relevant Seventh Issuer Notes in
definitive registered form. Thereupon the holder of this Global Seventh
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-
Entry Interest(s)) may give notice to the Seventh Issuer, and the
Seventh Issuer may give notice to the Note Trustee and the Noteholders,
of its intention to exchange this Global Seventh Issuer Note for
Definitive Seventh Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of
{pound-sterling}10,000 or {pound-sterling}100,000 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 Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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
103
purchased and cancelled and endorsed. Upon the exchange of the whole of
this Global Seventh Issuer Note for Definitive Seventh Issuer Notes, this
Global Seventh Issuer Note shall be surrendered to or to the order of the
Registrar and cancelled and, if the holder of this Global Seventh Issuer
Note requests, returned to it together with any relevant Definitive
Seventh Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh 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 Seventh 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 Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
104
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
{pound-sterling} {pound-sterling} {pound-sterling} {pound-sterling}
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
105
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
Seventh Issuer Notes
{pound-sterling} {pound-sterling} {pound-sterling}
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
106
PART 12
SERIES 4 CLASS B GLOBAL SEVENTH ISSUER NOTE
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 4 CLASS B GLOBAL SEVENTH ISSUER NOTE
representing up to
E41,000,000 SERIES 4 CLASS B FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2040
This Series 4 Class B Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 4 Class B Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to forty one
million euro (e41,000,000) and governed by a Seventh Issuer Trust Deed dated
{circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between the Seventh 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 Seventh Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Seventh Issuer
Master Definitions and Construction Schedule, both dated {circle}, 2003 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Seventh Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Seventh Issuer Note shall be that amount not
exceeding [e] 41,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Chase Nominees Limitedas nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof
forty one million euro (e41,000,000)) on the Interest Payment Date
falling in July 2040 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Seventh Issuer Trust Deed) and to pay interest quarterly in arrear on
each Interest Payment Date on the principal amount from time to time
107
of this Global Seventh Issuer Note at the rates determined in accordance
with the Conditions together with such premium and other amounts (if any)
as may be payable, all subject to and in accordance with the Conditions
and the provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh 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 Seventh Issuer Closing Date, the Seventh
Issuer or any Paying Agent is or will be required to make any deduction
or withholding from any payment in respect of the Seventh Issuer Notes
which would not be required were the relevant Seventh Issuer Notes in
definitive registered form. Thereupon the holder of this Global Seventh
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-
Entry Interest(s)) may give notice to the Seventh Issuer, and the
Seventh Issuer may give notice to the Note Trustee and the Noteholders,
of its intention to exchange this Global Seventh Issuer Note for
Definitive Seventh Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of e500,000
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 Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
108
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the Conditions, the Seventh
Issuer Trust Deed and the Seventh Issuer Deed of Charge. Payments of
principal, premium (if any) and interest in respect of Seventh Issuer
Notes represented by this Global Seventh Issuer Note will be made in
accordance with the Conditions. Upon any payment of principal, premium
or interest on this Global Seventh Issuer Note the amount so paid shall
be endorsed by or on behalf of the Registrar on behalf of the Seventh
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
Seventh 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 Seventh 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 Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ...........................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
109
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
{e} {e} {e} {e}
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
110
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
Seventh Issuer Notes
{e} {e} {e}
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
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______________ _____________________ __________________ ____________________________ ___________________
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______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
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______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
111
PART 13
SERIES 4 CLASS M GLOBAL SEVENTH ISSUER NOTE
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number 4645659)
SERIES 4 CLASS M GLOBAL SEVENTH ISSUER NOTE
representing up to
E56,000,000 SERIES 4 CLASS M FLOATING RATE SEVENTH ISSUER NOTES DUE JULY
2040
This Series 4 Class M Seventh Issuer Note is a Global Seventh Issuer
Note without principal or interest coupons in respect of a duly authorised
issue of Series 4 Class M Seventh Issuer Notes of XXXXXX FINANCING (NO. 7) PLC
(the SEVENTH ISSUER), designated as specified in the title hereof (the SEVENTH
ISSUER NOTES), limited to the aggregate principal amount of up to fifty six
million euro (e56,000,000) and governed by a Seventh Issuer Trust Deed dated
{circle}, 2003 (the SEVENTH ISSUER TRUST DEED) between the Seventh 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 Seventh Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions and Construction Schedule and the Seventh Issuer
Master Definitions and Construction Schedule, both dated {circle}, 2003 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Seventh Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Seventh Issuer Note shall be that amount not
exceeding e56,000,000 as shall be shown by the latest entry duly made in the
Schedule hereto.
This is to certify that:
Chase Nominees Limited as nominee on behalf of the Common Depositary
is/are the duly registered holder(s) of one of the above-mentioned
registered Global Seventh Issuer Note. This Global Seventh Issuer Note is
evidence of entitlement only. Title to the Global Seventh Issuer Notes passes
only on due registration in the Register and only the registered holder is
entitled to payment in respect of this Global Seventh Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Seventh Issuer Note the Seventh
Issuer promises to pay to the registered holder hereof the principal
amount of this Global Seventh Issuer Note (being at the date hereof
fifty six million euro (e56,000,000) on the Interest Payment Date
falling in July 2040 (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Seventh Issuer Trust Deed) and to pay interest quarterly in arrear on
each Interest Payment Date on the principal amount from time to time
112
of this Global Seventh Issuer Note at the rates determined in accordance
with the Conditions together with such premium and other amounts (if any)
as may be payable, all subject to and in accordance with the Conditions
and the provisions of the Seventh Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE SEVENTH ISSUER NOTES AND PURCHASES
This Global Seventh Issuer Note will be exchangeable (free of
charge to the holder) for Definitive Seventh 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 Seventh Issuer Closing Date, the Seventh
Issuer or any Paying Agent is or will be required to make any deduction
or withholding from any payment in respect of the Seventh Issuer Notes
which would not be required were the relevant Seventh Issuer Notes in
definitive registered form. Thereupon the holder of this Global Seventh
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-
Entry Interest(s)) may give notice to the Seventh Issuer, and the
Seventh Issuer may give notice to the Note Trustee and the Noteholders,
of its intention to exchange this Global Seventh Issuer Note for
Definitive Seventh Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Seventh
Issuer Note shall surrender this Global Seventh Issuer Note to or to the
order of the Registrar. In exchange for this Global Seventh Issuer Note
the Seventh Issuer will deliver, or procure the delivery of, Definitive
Seventh Issuer Notes in registered form in denominations of e500,000
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 Seventh 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 Seventh Issuer Note
in accordance with the Seventh Issuer Trust Deed, the Conditions and the
Seventh 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 Seventh
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 Seventh Issuer
Note for Definitive Seventh Issuer Notes, this Global Seventh Issuer
Note shall be surrendered to or to the order of the Registrar and
cancelled and, if the holder of this Global Seventh Issuer Note
requests, returned to it together with any relevant Definitive Seventh
Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Seventh Issuer
Note has been extinguished, this Global Seventh Issuer Note shall be
entitled to the benefit of and be bound by the
113
Conditions, the Seventh Issuer Trust Deed and the Seventh Issuer Deed of
Charge. Payments of principal, premium (if any) and interest in respect
of Seventh Issuer Notes represented by this Global Seventh Issuer Note
will be made in accordance with the Conditions. Upon any payment of
principal, premium or interest on this Global Seventh Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Seventh 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
Seventh 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 Seventh 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 Seventh Issuer Note shall not be or become valid or
obligatory for any purpose unless and until authenticated by or on
behalf of the Principal Paying Agent.
6. GOVERNING LAW
This Global Seventh Issuer Note is governed by, and shall be
construed in accordance with, the laws of England.
IN WITNESS WHEREOF the Seventh Issuer has caused this Global Seventh
Issuer Note to be signed manually or in facsimile by a person duly authorised
on its behalf.
XXXXXX FINANCING (NO. 7) PLC
By: ............................
(Duly authorised)
Issued in London, England on {circle}, 2003.
CERTIFICATE OF AUTHENTICATION
This Global Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
114
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Seventh Issuer Note have been made:
Date made Interest paid Premium paid Principal paid Remaining principal amount of Notation made on
this Global Seventh Issuer Note behalf of the
following such payment Seventh Issuer
{e} {e} {e} {e}
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
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_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
_______________ _____________ _____________ _____________ ___________________________________ ________________
115
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Seventh Issuer Notes and purchases and
cancellations of a part of this Global Seventh Issuer Note have been made:
Date made Part of principal Part of principal Aggregate principal amount Notation made on
amount exchanged amount purchased following such exchange, behalf of the
for Definitive and cancelled purchase or cancellation Seventh Issuer
eventh Issuer Notes
{pound-sterling} {pound-sterling} {pound-sterling}
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
______________ _____________________ __________________ ____________________________ ___________________
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______________ _____________________ __________________ ____________________________ ___________________
116
SCHEDULE 2
FORMS OF DEFINITIVE SEVENTH ISSUER NOTES
PART 1
SERIES 1 CLASS A DEFINITIVE SEVENTH ISSUER NOTE
--------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: {circle} [SERIES] [SERIAL NO.]
--------------------------------------------------------------------------------
XXXXXX FINANCING (NO.7) PLC
(Incorporated with limited liability in England with registered number 4645659)
US$ 750,000,000 SERIES 1 CLASS A ASSET BACKED FLOATING RATE SEVENTH ISSUER
NOTES DUE APRIL 2004
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of US$
( US dollars) and is/are entitled on the
Interest Payment Date falling in April 2004 (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
Conditions endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh 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 Seventh Issuer Note at
rates determined in accordance with the said 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 said Conditions and the provisions of the Seventh Issuer
Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
............................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
2
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
3
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
US$.............................principal amount of this Seventh Issuer Note and
all rights hereunder, hereby irrevocably constituting and appointing
.......................................................... as attorney to
transfer such principal amount of this Seventh Issuer Note in the register
maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
4
PART 2
SERIES 1 CLASS B DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
US$22,500,000 SERIES 1 CLASS B ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of US$
( US dollars) and is/are
entitled on the Interest Payment Date falling in July 2040 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
US$( US dollars)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 1 Class B Seventh Issuer Note at
rates determined in accordance with the said Conditions payable quarterly in
arrear on each Interest Payment Date and together with such other amounts (if
any) as may be payable, all subject to and in accordance with the said
Conditions and the provisions of the Seventh Issuer Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
5
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
...............................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent.
6
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
7
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
US$ ........................................................... principal amount
of this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing .......................................as attorney
to transfer such principal amount of this Seventh Issuer Note in the register
maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
8
PART 3
SERIES 1 CLASS M DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
US$38,250,000 SERIES 1 CLASS M ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of US$
( US dollars) and is/are entitled
on the Interest Payment Date falling in July 2040 (or on such earlier date as
the principal sum hereinafter mentioned may become repayable in accordance with
the Conditions endorsed hereon) to the repayment of such principal sum of:
US$ ( US dollars)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 1 Class M Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
9
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
.........................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
10
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
11
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
US$............................................................principal amount
of this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing .............................................. as
attorney to transfer such principal amount of this Seventh Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
12
PART 4
SERIES 2 CLASS A DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
US$1,250,000,000 SERIES 2 CLASS A ASSET BACKED FLOATING RATE SEVENTH ISSUER
NOTES DUE JANUARY 2008
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of
US$ ( US dollars) and
is/are entitled on the Interest Payment Date falling in January 2008 (or on
such earlier date as the principal sum hereinafter mentioned may become
repayable in accordance with the Conditions endorsed hereon) to the repayment
of such principal sum of:
US$ ( US dollars)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh 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 Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
13
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
..............................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
14
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
15
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
US$.................................................................principal
amount of this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing .......................................... as
attorney to transfer such principal amount of this Seventh Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
16
PART 5
SERIES 2 CLASS B DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
US$37,500,000 SERIES 2 CLASS B ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of
US$ ( US dollars) and is/are
entitled on the Interest Payment Date falling in July 2040 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
US$ ( US dollars)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh 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 Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
17
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
...........................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
18
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
19
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
US$.................................................................principal
amount of this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ....................................... as attorney
to transfer such principal amount of this Seventh Issuer Note in the register
maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
20
PART 6
SERIES 2 CLASS M DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
US$63,750,000 SERIES 2 CLASS M ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of
US$ ( US dollars) and is/are
entitled on the Interest Payment Date falling in July 2040 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
US$ ( US dollars)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 2 Class M Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
21
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
...........................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
22
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
23
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
US$.................................................principal amount of
this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ........................................ as attorney
to transfer such principal amount of this Seventh Issuer Note in the register
maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
24
PART 7
SERIES 3 CLASS A DEFINITIVE SEVENTH ISSUER NOTE
--------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
--------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
US$500,000,000 SERIES 3 CLASS A ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2020
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of
US$ ( US dollars) and is/are
entitled on the Interest Payment Date falling in July 2020 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
US$ ( US dollars)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh 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 Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
25
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
..........................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
26
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
27
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
US$..............................................................principal
amount of this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing .................................... as attorney to
transfer such principal amount of this Seventh Issuer Note in the register
maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
28
29
PART 8
SERIES 3 CLASS B DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
{pound-sterling}15,000,000 SERIES 3 CLASS B ASSET BACKED FLOATING RATE SEVENTH
ISSUER NOTES DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of {pound-sterling}10,000or {pound-sterling}100,000 each or
integral multiples thereof, or in such other denominations as the Note Trustee
shall determine and notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of
{pound-sterling} ( pounds sterling) and is/are
entitled on the Interest Payment Date falling in July 2040 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
{pound-sterling} ( pounds sterling)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh 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 Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
30
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
31
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
32
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
[e].............................................. principal amount of this
Seventh Issuer Note and all rights hereunder, hereby irrevocably constituting
and appointing ............................... as attorney to transfer such
principal amount of this Seventh Issuer Note in the register maintained by or on
behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
33
PART 9
SERIES 3 CLASS M DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered
number {circle})
{pound-sterling}20,000,000 SERIES 3 CLASS M ASSET BACKED FLOATING RATE SEVENTH
ISSUER NOTES DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of{pound-sterling}10,000 or {pound-sterling}100,000, each or
integral multiples thereof, or in such other denominations as the Note Trustee
shall determine and notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of
{pound-sterling} ( pounds sterling) and is/are
entitled on the Interest Payment Date falling in July 2040 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
{pound-sterling} ( pounds sterling)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 3 Class M Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
34
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
...........................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
35
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
36
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
[e].................. principal amount of this Seventh Issuer Note and all
rights hereunder, hereby irrevocably constituting and appointing
.................................... as attorney to transfer such principal
amount of this Seventh Issuer Note in the register maintained by or on behalf of
XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
37
PART 10
SERIES 4 CLASS A1 DEFINITIVE SEVENTH ISSUER NOTE
--------------------------------------------------------------------------------
500,000 ISIN:{circle} [SERIES] [SERIAL NO.]
--------------------------------------------------------------------------------
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO.7) PLC
(Incorporated with limited liability in England with registered number 4645659)
[e]500,000,000 SERIES 4 CLASS A1 ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES
DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of e500,000 each or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the relevant
Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of e
( euro) and is/are entitled on the Interest
Payment Date falling in July 2040 (or on such earlier date as the principal sum
hereinafter mentioned may become repayable in accordance with the Conditions
endorsed hereon) to the repayment of such principal sum of:
e ( euro)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 4 Class A1 Seventh Issuer Note
at rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
38
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
............................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
39
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
40
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
.................................................................................
.................................................................................
.................................................................................
(Please print or type name and address (including postal code) of transferee)
{pound-sterling}............................................. principal amount
of this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ................ as attorney to transfer such
principal amount of this Seventh Issuer Note in the register maintained by or on
behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
PART 11
SERIES 4 CLASS A2 DEFINITIVE SEVENTH ISSUER NOTE
--------------------------------------------------------------------------------
10,000/100,000 ISIN:{circle} [SERIES] [SERIAL NO.]
--------------------------------------------------------------------------------
THIS SEVENTH 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 SEVENTH 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.
41
XXXXXX FINANCING (NO.7) PLC
(Incorporated with limited liability in England with registered number 4645659)
{pound-sterling}[250,000,000] SERIES 4 CLASS A2 ASSET BACKED FLOATING RATE
SEVENTH ISSUER NOTES DUE JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of {pound-sterling}10,000 or {pound-sterling}100,000 each or
integral multiples thereof, or in such other denominations as the Note Trustee
shall determine and notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of
{pound-sterling} ( pounds sterling) and is/are
entitled on the Interest Payment Date falling in July 2040 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
{pound-sterling}( pounds sterling)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 4 Class A2 Seventh Issuer Note
at rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
...............................................
Duly authorised
42
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
43
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
44
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
{pound-sterling}.......................................................
principal amount of this Seventh Issuer Note and all rights hereunder, hereby
irrevocably constituting and appointing
.......................................... as attorney to transfer such principal
amount of this Seventh Issuer Note in the register maintained by or on behalf of
XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
45
PART 12
SERIES 4 CLASS B DEFINITIVE SEVENTH ISSUER NOTE
-------------------------------------------------------------------------------
500,000 ISIN:{circle} [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
E41,000 SERIES 4 CLASS B ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of e500,000 each or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the relevant
Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of e
( pounds sterling) and is/are
entitled on the Interest Payment Date falling in July 2040 (or on such earlier
date as the principal sum hereinafter mentioned may become repayable in
accordance with the Conditions endorsed hereon) to the repayment of such
principal sum of:
e ( euro)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh 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 Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
46
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
..............................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent.
47
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
48
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
{pound-sterling}.........................................principal amount of
this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ............................................. as
attorney to transfer such principal amount of this Seventh Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
49
PART 13
SERIES 4 CLASS M DEFINITIVE SEVENTH ISSUER NOTE
--------------------------------------------------------------------------------
500,000 ISIN:{circle} [SERIES] [SERIAL NO.]
--------------------------------------------------------------------------------
THIS SEVENTH 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 SEVENTH 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.
XXXXXX FINANCING (NO. 7) PLC
(Incorporated with limited liability in England with registered number 4645659)
e56,000 SERIES 4 CLASS M ASSET BACKED FLOATING RATE SEVENTH ISSUER NOTES DUE
JULY 2040
This Seventh Issuer Note forms one of a series of Seventh Issuer Notes governed
by a Seventh Issuer Trust Deed (the SEVENTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 7) PLC (the SEVENTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Seventh Issuer Notes
(the NOTE TRUSTEE) and issued as registered Seventh Issuer Notes in
denominations of e500,000 each or integral multiples thereof, or in such other
denominations as the Note Trustee shall determine and notify to the relevant
Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered
Seventh Issuer Notes, such Seventh Issuer Note being in the denomination of e
( euro) and is/are entitled on the
Interest Payment Date falling in July 2040 (or on such earlier date as the
principal sum hereinafter mentioned may become repayable in accordance with the
Conditions endorsed hereon) to the repayment of such principal sum of:
e ( euro)
together with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the said Conditions and the provisions of the
Seventh Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 4 Class M Seventh Issuer Note at
rates determined in accordance with the said 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 said
Conditions and the provisions of the Seventh Issuer Trust Deed.
50
IN WITNESS WHEREOF this registered Seventh Issuer Note has been executed on
behalf of the Seventh Issuer.
XXXXXX FINANCING (NO. 7) PLC
By:............................
Director
By:............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Seventh Issuer Note is duly authenticated
without recourse, warranty or liability.
...............................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
51
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
52
FORM OF TRANSFER OF DEFINITIVE SEVENTH ISSUER NOTE
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) to
................................................................................
................................................................................
................................................................................
(Please print or type name and address (including postal code) of transferee)
{pound-sterling}................................................principal amount
of this Seventh Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing ............................................... as
attorney to transfer such principal amount of this Seventh Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 7) 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 Seventh Issuer Trust Deed
and the Seventh Issuer Paying Agent and Agent Bank Agreement 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 Seventh Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
53
54
SCHEDULE 3
TERMS AND CONDITIONS OF THE OFFERED ISSUER NOTES
The Seventh Issuer Notes, as more fully defined in Condition 16 below, of
Xxxxxx Financing (No. 7) PLC (the SEVENTH ISSUER) are constituted by a trust
deed (the SEVENTH 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 on the closing date and made between
the Seventh Issuer and The Bank of New York (in such capacity, the NOTE
TRUSTEE, which expression includes its successors or any further or other note
trustee under the Seventh Issuer Trust Deed) as trustee for the Seventh Issuer
Noteholders.
The security for the Seventh 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
SEVENTH 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 Seventh Issuer and The Bank of New York (in this capacity, the
SEVENTH ISSUER SECURITY TRUSTEE, which expression includes its successors or
any other security trustee under the Seventh Issuer Deed of Charge).
By a paying agent and agent bank agreement dated on or about the Closing Date
(the SEVENTH 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 Seventh Issuer, the Note Trustee,
JPMorgan Chase Bank, London Branch, as principal paying agent in the United
Kingdom (the PRINCIPAL PAYING AGENT) and as agent bank (the AGENT BANK),
JPMorgan Chase Bank, New York Branch 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 Seventh Issuer Paying Agent and Agent Bank Agreement,
the PAYING AGENTS) and X.X. Xxxxxx Bank Luxembourg S.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 Seventh
Issuer Notes. The statements in these Conditions include summaries of, and are
subject to, the detailed provisions of the Seventh Issuer Trust Deed, the
Seventh Issuer Deed of Charge and the Seventh Issuer Paying Agent and Agent
Bank Agreement.
Copies of the Seventh Issuer Trust Deed, the Seventh Issuer Deed of Charge, an
amended and restated master definitions and construction schedule dated on or
about the Closing Date and a Seventh Issuer master definitions and construction
schedule dated on or about the Closing Date, both signed for identification
purposes by Xxxxx & Xxxxx and Xxxxxxxxx and May (together, the MASTER
DEFINITIONS AND CONSTRUCTION SCHEDULES), the Seventh Issuer Paying Agent and
Agent Bank Agreement and each of the other Seventh Issuer Transaction Documents
are available for inspection at the head office for the time being of (i) the
Principal Paying Agent, being at the date hereof Trinity Tower, 0 Xxxxxx Xxxx
Xxxxxx, Xxxxxx X0X 0XX and (ii) the US Paying Agent, being at the date hereof
000 Xxxx 00xx, Xxx Xxxx, XX 00000-0000. The Seventh 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 Seventh Issuer Trust Deed,
the Seventh Issuer Deed of Charge, the Seventh Issuer Intercompany Loan
Agreement, the Funding Deed of Charge, the Seventh Issuer Cash Management
Agreement, the Seventh Issuer Paying Agent and Agent Bank Agreement, the
Seventh Issuer Swap Agreements and the other Seventh Issuer Transaction
Documents.
55
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 Seventh Issuer Notes was authorised by a resolution of the
Board of Directors of the Seventh Issuer passed on {circle}, 2003.
1. Form, Denomination and Title
(A) Form and Denomination
The Series 1 Seventh Issuer Notes, the Series 2 Seventh Issuer Notes and the
Series 3 Class A Seventh 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 Series 1 Seventh Issuer Notes, the
Series 2 Seventh Issuer Notes and the Series 3 Class A Seventh Issuer Notes
will initially be represented by a separate global note in registered form (the
SERIES 1 CLASS A GLOBAL SEVENTH ISSUER NOTE, the SERIES 1 CLASS B GLOBAL
SEVENTH ISSUER NOTE, the SERIES 1 CLASS M GLOBAL SEVENTH ISSUER NOTE, the
SERIES 2 CLASS A GLOBAL SEVENTH ISSUER NOTE, the SERIES 2 CLASS B GLOBAL
SEVENTH ISSUER NOTE, the SERIES 2 CLASS M GLOBAL SEVENTH ISSUER NOTE and the
SERIES 3 CLASS A GLOBAL SEVENTH ISSUER NOTE and together the DOLLAR GLOBAL
SEVENTH ISSUER NOTES), in each case without coupons or talons attached and
which, in aggregate, will represent the aggregate Principal Amount Outstanding
(as defined in Condition 5(C)) from time to time of the Series 1 Seventh Issuer
Notes and the Series 2 Seventh Issuer Notes. The Dollar Global Seventh Issuer
Notes will be deposited with JPMorgan Chase Bank, New York Branch as custodian
for, and registered in the name of a nominee of, The Depository Trust Company
(DTC).
The Series 3 Seventh Issuer Notes (other than the Series 3 Class A Seventh
Issuer Notes) and the Series 4 Seventh 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 Series 3 Seventh Issuer Notes (other than the Series 3 Class
A Seventh Issuer Notes) and the Series 4 Seventh Issuer Notes will initially be
represented by a separate global note in registered form (the SERIES 3 CLASS B
GLOBAL SEVENTH ISSUER NOTE and the SERIES 3 CLASS M GLOBAL SEVENTH ISSUER NOTE
and together, the SERIES 3 REG S GLOBAL SEVENTH ISSUER NOTES, the SERIES 4
CLASS A1 GLOBAL SEVENTH ISSUER NOTE, the SERIES 4 CLASS A2 GLOBAL SEVENTH
ISSUER NOTE, the SERIES 4 CLASS B GLOBAL SEVENTH ISSUER NOTE and the SERIES 4
CLASS M GLOBAL SEVENTH ISSUER NOTE and together, the SERIES 4 REG S GLOBAL
SEVENTH 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 Series 3 Seventh Issuer Notes (other than the Series 3
Class A Seventh Issuer Notes) and the Series 4 Seventh Issuer Notes. The
Series 3 Reg S Global Seventh Issuer Notes and the Series 4 Reg S Global
Seventh Issuer Notes will be deposited with JPMorgan Chase Bank, London Branch
as common depositary for, and registered in the name of a nominee of,
Clearstream Banking, societe anonyme (CLEARSTREAM, LUXEMBOURG) and
Euroclear Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR).
The Dollar Global Seventh Issuer Notes, the Series 3 Reg S Global Seventh
Issuer Notes and the Series 4 Reg S Global Seventh Issuer Notes are
collectively referred to herein as the GLOBAL SEVENTH ISSUER NOTES.
For so long as any Seventh Issuer Notes are represented by a Global Seventh
Issuer Note, transfers and exchanges of beneficial interests in such Global
Seventh 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, Euroclear and/or Clearstream, Luxembourg as appropriate.
56
A Global Seventh Issuer Note will be exchanged for Seventh Issuer Notes of the
relevant series and class and (in the case of the Dollar Global Seventh Issuer
Notes) type in definitive registered form (DEFINITIVE SEVENTH ISSUER NOTES)
only if any of the following applies:
(i) (in the case of Dollar Global Seventh Issuer Notes) DTC has
notified the Seventh Issuer that it is at any time unwilling or unable to
continue as holder of such Global Seventh 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 Seventh Issuer within 90 days of such notification or
(in the case of Series 3 Reg S Global Seventh Issuer Notes or the Series
4 Reg S Global Seventh 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 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 in the application of such laws or regulations, which becomes
effective on or after the Closing Date, the Seventh Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Seventh Issuer Notes which would not be
required were the Seventh Issuer Notes in definitive registered form.
If Definitive Seventh Issuer Notes are issued, the beneficial interests
represented by the Dollar Global Seventh Issuer Note of each series and class,
the Series 3 Reg S Seventh Issuer Global Note of each class and the Series 4
Reg S Seventh Issuer Global Note of each class shall be exchanged by the
Seventh Issuer for Seventh Issuer Notes of such series and classes in
definitive form (DOLLAR DEFINITIVE SEVENTH ISSUER NOTES, SERIES 3 REG S
DEFINITIVE SEVENTH ISSUER NOTES and SERIES 4 REG S DEFINITIVE SEVENTH ISSUER
NOTES). The aggregate principal amount of the Dollar Definitive Seventh Issuer
Notes, Series 3 Reg S Definitive Seventh Issuer Notes and Series 4 Reg S
Definitive Seventh 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 Seventh Issuer Notes of each series and class, the
corresponding Sterling Global Seventh Issuer Notes of each class and the
corresponding Euro Global Seventh Issuer Notes of each class, respectively
subject to and in accordance with the detailed provisions of these Conditions,
the Seventh Issuer Paying Agent and Agent Bank Agreement, the Seventh Issuer
Trust Deed and the relevant Global Seventh Issuer Note.
The denominations of any Definitive Seventh Issuer Notes issued will be as
follows:
{circle} Series 1 Seventh Issuer Notes, Series 2 Seventh Issuer Notes: and
Series 3 Class A Seventh Issuer Notes $1,000, $10,000 and $100,000;
{circle} Series 4 Class A1 Seventh Issuer Notes, Series 4 Class B Seventh Issuer
Notes and Series 4 Class M Seventh Issuer Notes Seventh Issuer
Notes:e500,000,
{circle} Series 3 Class B Seventh Issuer Notes, Series 3 Class M Seventh Issuer
Notes and the Series 4 Class A2 Seventh Issuer Notes:
{pound-sterling}10,000 and {pound-sterling}100,000.
and integral multiples thereof, and in such other denominations as the Note
Trustee shall determine and notify to the relevant Seventh Issuer Noteholders.
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References to SEVENTH ISSUER NOTES shall include the Global Seventh Issuer
Notes and the Definitive Seventh Issuer Notes.
(B) Title
Title to the Global Seventh Issuer Notes shall pass by and upon registration in
the register (the REGISTER) which the Seventh Issuer shall procure to be kept
by the Registrar. The registered holder of any Global Seventh 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 Seventh Issuer Note regardless
of any notice of ownership, theft or loss of any trust or other interest
therein or of any writing thereon.
Title to a Definitive Seventh Issuer Note shall pass by and upon registration
in the Register. Such Definitive Seventh Issuer Notes may be transferred in
whole upon the surrender of the relevant Definitive Seventh Issuer Note, with
the form of transfer endorsed on it duly completed and executed, at the
specified office of the Registrar. All transfers of such Definitive Seventh
Issuer Notes are subject to any restrictions on transfer set forth on such
Definitive Seventh Issuer Notes and the detailed regulations concerning
transfers in the Seventh Issuer Paying Agent and Agent Bank Agreement.
Each new Definitive Seventh Issuer Note to be issued upon transfer of such
Definitive Seventh Issuer Note will, within five Business Days of receipt and
surrender of such Definitive Seventh Issuer Note (duly completed and executed)
for transfer, be available for delivery at the specified office of the
Registrar or be mailed at the risk of the transferee entitled to such
Definitive Seventh Issuer Note to such address as may be specified in the
relevant form of transfer.
Registration of a Definitive Seventh 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 Seventh Issuer Notes are not issuable in bearer form.
2. Status, Security and Priority
(A) Status of the Class A Seventh Issuer Notes
The Series 1 Class A Seventh Issuer Notes, the Series 2 Class A Seventh Issuer
Notes, the Series 3 Class A Seventh Issuer Notes, the Series 4 Class A1 Seventh
Issuer Notes and the Series 4 Class A2 Seventh Issuer Notes (together the CLASS
A SEVENTH ISSUER NOTES) constitute direct, secured and unconditional
obligations of the Seventh Issuer and are secured by the same security that
secures the Class B Seventh Issuer Notes (as defined below), and the Class M
Issuer Notes (as defined below). Subject to the provisions of Condition 5
below, the Class A Seventh 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 Seventh Issuer
Notes set out in the Seventh Issuer Cash Management Agreement, the Seventh
Issuer Deed of Charge, the Funding Deed of Charge and the other Seventh Issuer
Transaction Documents, payments of principal and interest on the Class A
Seventh Issuer Notes will be senior to such payments on the Class B Seventh
Issuer Notes, and the Class M Seventh Issuer Notes, subject as provided herein
and in the Seventh Issuer Cash Management Agreement, the Seventh Issuer Deed of
Charge, the Funding Deed of Charge and the other Seventh Issuer Transaction
Documents.
(B) Status of the Class B Seventh Issuer Notes
58
The Series 1 Class B Seventh Issuer Notes, the Series 2 Class B Seventh Issuer
Notes, the Series 3 Class B Seventh Issuer Notes and the Series 4 Class B
Seventh Issuer Notes (together the CLASS B SEVENTH ISSUER NOTES) constitute
direct, secured and unconditional obligations of the Seventh Issuer and are
secured by the same security that secures the Class A Seventh Issuer Notes, and
the Class M Seventh Issuer Notes. The Class B Seventh 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 Seventh Issuer Notes set out in the Seventh Issuer Cash Management
Agreement, the Seventh Issuer Deed of Charge, the Funding Deed of Charge and
the other Seventh Issuer Transaction Documents, payments of principal and
interest on the Class B Seventh Issuer Notes are subordinated to payments of
principal and interest on the Class A Seventh Issuer Notes and will be senior
to such payments of principal and interest on the Class M Seventh Issuer Notes,
subject as provided herein and in the Seventh Issuer Cash Management Agreement,
the Seventh Issuer Deed of Charge, the Funding Deed of Charge and the other
Seventh Issuer Transaction Documents.
(C) Status of the Class M Seventh Issuer Notes
The Series 1 Class M Seventh Issuer Notes, the Series 2 Class M Seventh
Issuer Notes, the Series 3 Class M Seventh Issuer Notes and the Series 4
Class M Seventh Issuer Notes (together the CLASS M SEVENTH ISSUER NOTES)
constitute direct, secured and unconditional obligations of the Seventh
Issuer and are secured by the same security that secures the Class A
Seventh Issuer Notes and the Class B Seventh Issuer Notes. The Class M
Seventh 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 Seventh Issuer Notes
set out in the Seventh Issuer Cash Management Agreement, the Seventh
Issuer Deed of Charge, the Funding Deed of Charge and the other Seventh
Issuer Transaction Documents, payments of principal and interest on the
Class M Seventh Issuer Notes are subordinated to payments of principal
and interest on the Class A Seventh Issuer Notes and the Class B Seventh
Issuer Notes.
59
(E) Conflict between the classes of Seventh Issuer Notes
Each of the Seventh Issuer Trust Deed and the Seventh Issuer Deed of Charge
contains provisions requiring the Note Trustee and the Seventh Issuer Security
Trustee to have regard to the interests of the Class A Seventh Issuer
Noteholders, the Class B Seventh Issuer Noteholders, and the Class M Seventh
Issuer Noteholders equally as regards all powers, trusts, authorities, duties
and discretions of the Note Trustee and the Seventh Issuer Security Trustee
(except where expressly provided otherwise), but requiring the Note Trustee and
the Seventh Issuer Security Trustee to have regard (a) (for so long as there
are any Class A Seventh Issuer Notes Outstanding (as that term is defined in
the Seventh Issuer Trust Deed)) only to the interests of the Class A Seventh
Issuer Noteholders if, in the Note Trustee's or the Seventh Issuer Security
Trustee's opinion, there is or may be a conflict between the interests of the
Class A Seventh Issuer Noteholders and/or the interests of the Class B Seventh
Issuer Noteholders and the interests of the Class M Seventh Issuer Noteholders
and (b) (once all the Class A Seventh Issuer Notes have been redeemed and for
so long as there are any Class B Seventh Issuer Notes Outstanding (as that term
is defined in the Seventh Issuer Trust Deed)) only to the interests of the
Class B Seventh Issuer Noteholders if, in the Note Trustee's or the Seventh
Issuer Security Trustee's opinion, there is or may be a conflict between the
interests of the Class B Seventh Issuer Noteholders and/or the interests of the
Class M Seventh Issuer Noteholders.Except where expressly provided otherwise,
so long as any of the Seventh Issuer Notes remains outstanding, the Security
Trustee is not required to have regard to the interests of any other persons
entitled to the benefit of the Seventh Issuer Security.
The Seventh Issuer Trust Deed and the Seventh Issuer Deed of Charge contain
provisions limiting the powers of the Class B Seventh Issuer Noteholders and
the Class M Seventh Issuer Noteholders, inter alia, to request or direct the
Note Trustee or the Seventh Issuer Security Trustee to take any action or to
pass an effective Extraordinary Resolution (as defined in the Seventh Issuer
Trust Deed) according to the effect thereof on the interests of the Class A
Seventh Issuer Noteholders. Except in certain circumstances set out in
Condition 11, the Seventh Issuer Trust Deed and the Seventh Issuer Deed of
Charge contain no such limitation on the powers of the Class A Seventh Issuer
Noteholders, the exercise of which will be binding on the Class B Seventh
Issuer Noteholders, and the Class M Seventh Issuer Noteholders respectively,
irrespective of the effect thereof on their interests.
Similarly, the Seventh Issuer Trust Deed and the Seventh Issuer Deed of Charge
contain provisions limiting the powers of the Class M Seventh Issuer
Noteholders, inter alia, to request or direct the Note Trustee or the Seventh
Issuer Security Trustee to take any action or to pass an effective
Extraordinary Resolution (as defined in the Seventh Issuer Trust Deed)
according to the effect thereof on the interests of the Class M Seventh Issuer
Noteholders. Except in certain circumstances set out in Condition 11, the
Seventh Issuer Trust Deed and the Seventh Issuer Deed of Charge contain no such
limitation on the powers of the Class B Seventh Issuer Noteholders, the
exercise of which will be binding on the Class M Seventh Issuer Noteholders
respectively, irrespective of the effect thereof on their interests.
The Seventh Issuer Trust Deed and Condition 11 below also contain provisions
regarding the resolution of disputes between the holders of the Series 1 Class
A Seventh Issuer Notes, the Series 2 Class A Seventh Issuer Notes, the Series 3
Class A Seventh Issuer Notes, the Series 4 Class A1 Seventh Issuer Notes and
the Series 4 Class A2 Sixth Issuer Notes; between the holders of the Series 1
Class B Seventh Issuer Notes, the Series 2 Class B Seventh Issuer Notes, the
Series 3 Class B Seventh Issuer Notes and the Series 4 Class B Seventh Issuer
Notes; and between the holders of the Series 1 Class M Seventh Issuer Notes,
the Series 2 Class M Seventh Issuer Notes, the Series 3 Class M Seventh Issuer
Notes, and the Series 4 Class M Seventh Issuer Notes.
The Note Trustee and the Seventh Issuer 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
60
Conditions or any of the Transaction Documents, that such exercise will not be
materially prejudicial to the interests of the Seventh Issuer Noteholders (or
any series and/or class thereof) if the Rating Agencies have confirmed that the
then current ratings of the applicable series and/or class or classes of Seventh
Issuer Notes would not be adversely affected by such exercise.
The Seventh Issuer Noteholders will share in the benefit of the security
created by the Seventh Issuer Deed of Charge, upon and subject to the terms
thereof.
(F) Security
As security for, inter alia, the payment of all monies payable in respect of
the Seventh Issuer Notes, the Seventh Issuer has entered into the Seventh
Issuer Deed of Charge creating, inter alia, the following security (the SEVENTH
ISSUER SECURITY) in favour of the Seventh Issuer Security Trustee for itself
and on trust for the other persons to whom secured amounts are outstanding (the
SEVENTH ISSUER SECURED CREDITORS):
(i) an assignment and charge by way of first fixed security of the Seventh
Issuer's rights under those Seventh Issuer Transaction Documents to which
the Seventh Issuer is a party, including:
(a) a loan agreement between the Seventh Issuer, the Seventh Issuer
Security Trustee and Xxxxxx Funding Limited (FUNDING) dated on or
about the Closing Date (the SEVENTH ISSUER INTERCOMPANY LOAN
AGREEMENT);
(b) a deed of charge between, inter alios, the Security Trustee, the
First Issuer and Funding dated 26th July, 2000 as supplemented by a
first deed of accession between, inter alios, the Security Trustee,
the Second Issuer and Funding dated 29th November, 2000, a second
deed of accession between, inter alios, the Security Trustee, the
Third Issuer and Funding dated 23rd May, 2001, a third deed of
accession between, inter alios, the Security Trustee, the Fourth
Issuer and Funding dated 5th July, 2001, a fourth deed of accession
between, inter alios, the Security Trustee, the Fifth Issuer and
Funding dated 8th November, 2001, an amendment and restatement of
the deed of charge between, inter alios, the Security Trustee, the
Sixth Issuer and Funding dated 7th November, 2002 and a first deed
of accession to the amended and restated deed of charge between,
inter alios, the Security Trustee, the Seventh Issuer and Funding
dated on or about the closing date (the FUNDING DEED OF CHARGE);
(c) the Series 1 Class A Seventh Issuer Dollar Currency Swap Agreement,
the Series 1 Class B Seventh Issuer Dollar Currency Swap Agreement,
the Series 1 Class M Seventh Issuer Dollar Currency Swap Agreement,
the Series 2 Class A Seventh Issuer Dollar Currency Swap Agreement,
the Series 2 Class B Seventh Issuer Dollar Currency Swap Agreement,
the Series 2 Class M Seventh Issuer Dollar Currency Swap Agreement
and the Series 3 Class A Seventh Issuer Dollar Currency Swap
Agreement (each as defined in Condition 16 below) in relation to,
respectively, the Series 1 Class A Seventh Issuer Notes, the Series
1 Class B Seventh Issuer Notes, the Series 1 Class M Seventh Issuer
Notes, the Series 2 Class A Seventh Issuer Notes, the Series 2
Class B Seventh Issuer Notes, the Series 2 Class M Seventh Issuer
Notes and the Series 3 Class A Seventh Issuer Notes (together the
SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENTS);
(d) the Series 4 Class A1 Seventh Issuer Euro Currency Swap Agreement,
the Series 4 Class B Seventh Issuer Euro Currency Swap Agreement
and the Series 4 Class M Seventh Issuer Euro Currency Swap
Agreement (each as defined in Condition 16
61
below) in relation to, respectively, the Series 4 Class A1 Seventh
Issuer Notes, the Series 4 Class B Seventh Issuer Notes and the
Series 4 Class M Seventh Issuer Notes (together the SEVENTH ISSUER
EURO CURRENCY SWAP AGREEMENTS);
(f) the Seventh Issuer Paying Agent and Agent Bank Agreements;
(g) an underwriting agreement in relation to the Series 1 Class A
Seventh Issuer Notes, the Series 1 Class B Seventh Issuer Notes,
the Series 1 Class M Seventh Issuer Notes, the Series 2 Class A
Seventh Issuer Notes, the Series 2 Class B Seventh Issuer Notes,
the Series 2 Class M Seventh Issuer Notes and the Series 3 Class A
Seventh Issuer Notes and a subscription agreement in relation to
the Series 3 Class B Seventh Issuer Notes, the Series 3 Class M
Seventh Issuer Notes, the Series 4 Class A1 Seventh Issuer Notes,
the Series 4 Class A2 Seventh Issuer Notes, the Series 4 Class B
Seventh Issuer Notes, and the Series 4 Class M Seventh Issuer
Notes, in each case dated on or about {circle}, 2003 between, inter
alios, the Seventh Issuer and the Underwriters and the Managers
respectively (as defined therein);
(h) a corporate services agreement entered into on or about the Closing
Date between, inter alios, SPV Management Limited and the Seventh
Issuer (the SEVENTH ISSUER CORPORATE SERVICES AGREEMENT);
(i) a bank account agreement entered into on or about the Closing Date
between, inter alios, Abbey National and Citibank, N.A., London
Branch (together the SEVENTH ISSUER ACCOUNT BANKS), the Seventh
Issuer and Abbey National (the SEVENTH ISSUER CASH MANAGER) (the
SEVENTH ISSUER BANK ACCOUNT AGREEMENT);
(j) an issuer cash management agreement entered into on or about the
Closing Date between, inter alios, the Seventh Issuer Cash Manager
and the Seventh Issuer Security Trustee (the SEVENTH ISSUER CASH
MANAGEMENT AGREEMENT); and
(k) the Seventh Issuer Trust Deed,
and such other documents as are expressed to be subject to the charges
under the Seventh Issuer Deed of Charge;
(ii) a charge by way of first fixed charge (which may take effect as a
floating charge) over the Seventh Issuer's right, title, interest
and benefit, present and future, in and to the Seventh Issuer
Transaction Accounts (as defined in the Master Definitions and
Construction Schedules) and any amounts deposited from time to time
therein (which security interests may take effect as a floating
charge and thus rank behind the claims of certain preferential and
other creditors);
(iii) a charge by way of first fixed charge (which may take effect as a
floating charge) over all its right, title, interest and benefit in
and to all Authorised Investments (as defined in Condition 16
below) made by or on behalf of the Seventh Issuer from time to time
in accordance with the relevant Seventh Issuer Transaction
Documents, including all monies, income and proceeds payable
thereunder (which security interests may take effect as a floating
charge and thus rank behind the claims of certain preferential and
other creditors); and
(iv) a first ranking floating charge over the whole of the assets and
undertaking of the Seventh Issuer not already subject to any fixed
charge; or as the case may be, a first ranking floating charge
extending over any assets located in Scotland or governed by Scots
law,
62
all as more particularly set out in the Seventh Issuer Deed of Charge.
3. Covenants
Save with the prior written consent of the Seventh Issuer Security Trustee or
as provided in or envisaged by these Conditions or any of the Seventh Issuer
Transaction Documents, the Seventh Issuer shall not, so long as any Seventh
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, 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 and Beneficial Interest
permit any person other than itself and the Seventh Issuer 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 Seventh Issuer Bank Account Agreement or the Seventh Issuer
Cash Management Agreement;
(E) Restrictions on Activities
carry on any business other than as described in the Prospectus dated {circle},
2003 relating to the issue of the Seventh Issuer Notes and the related
activities described therein;
(F) Borrowings
incur any indebtedness in respect of borrowed money whatsoever or give any
guarantee or indemnity in respect of any indebtedness;
(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 Seventh Issuer Trust Deed or
the Seventh 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 Seventh Issuer Security to
be released from such obligations;
(I) Employees or Premises
63
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;
K) Purchase Seventh Issuer Notes
purchase or otherwise acquire any Seventh 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 Seventh Issuer Note bears interest on its Principal Amount Outstanding (as
defined in Condition 5(C)) from (and including) the Closing Date. Each Seventh
Issuer Note (or, in the case of redemption in part only of a Seventh Issuer
Note, that part only of such Seventh Issuer Note) shall cease to bear interest
from its due date for redemption unless, upon due presentation, 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 Seventh
Issuer Note up to (but excluding) the date on which, on presentation of such
Seventh Issuer Note, 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
upon presentation thereof being duly made, such payment will be made, provided
that upon presentation thereof being duly made, payment is in fact made.
Whenever it is necessary to compute an amount of interest in respect of the
Seventh Issuer Notes for any period (including any Interest Period (as defined
below)), such interest shall be calculated:
(i) in respect of the Series 1 Seventh Issuer Notes, the Series 2
Seventh Issuer Notes and the Series 3 Class A Seventh Issuer Notes,
and the Series 4 Sixth Issuer Notes (other than the Series 4 Class
A2 Sixth Issuer Notes), on the basis of actual days elapsed in a
360-day year; and
(ii) in respect of the Series 3 Seventh Issuer Notes (other than the
Series 3 Class A Seventh Issuer Notes) and the Series 4 Class A2
Seventh Issuer Notes, on the basis of actual days elapsed in a
365-day year.
(B) Interest Payment Dates and Interest Periods
Interest on the Seventh Issuer Notes (other than the Series 1 Class A Seventh
Issuer Notes) is payable quarterly in arrear on the 15th day of January, April,
July and October 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).
64
Interest on the Series 1 Class A Seventh Issuer Notes is payable monthly in
arrear on the 15th 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
occurrence of a Trigger Event and (ii) enforcement of the Seventh Issuer
Security in accordance with the Seventh Issuer Deed of Charge, and thereafter
is payable quarterly in arrear on the 15th day of January, April, July and
October 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 PAYMENT DATE means, as applicable, a Quarterly Interest Payment Date,
a Series 1 Class A Interest Payment Date.
The first Interest Payment Date will be (other than in the case of the Series 1
Class A Seventh Issuer Notes) the 15th day of {circle}, 2003, and (in the case
of the Series 1 Class A Seventh Issuer Notes) the 15th day of {circle}, 2003.
In these Conditions, INTEREST PERIOD shall mean:
(i) in respect of interest payments made in respect of the Seventh
Issuer Notes (other than the Series 1 Class A Seventh 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; and
(ii) in respect of the Series 1 Class A Seventh Issuer Notes, the
monthly period from (and including) a Series 1 Class A Interest
Payment Date (or in respect of the first interest period, the
Closing Date) to (but excluding) the next following (or first)
monthly Series 1 Class A Interest Payment Date, except that
following the occurrence of a Trigger Event or the enforcement of
the Seventh Issuer Security in accordance with the Seventh Issuer
Deed of Charge, the Interest Period for the Series 1 Class A
Seventh Issuer Notes will be the quarterly period from (and
including) the 15th day of the then next to occur of January,
April, July and October to (but excluding) the next following
quarterly Series 1 Class A Interest Payment Date, and thereafter
will be the quarterly period from (and including) a Series 1 Class
A Interest Payment Date to (but excluding) the next following
quarterly Series 1 Class A Interest Payment Date;
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 Real-time Gross settlement Express
Transfer (TARGET) system is open.
To the extent that the funds available to the Seventh Issuer to pay interest on
the Class B Seventh Issuer Notes and the Class M Seventh Issuer Notes on an
Interest Payment Date are insufficient to pay the full amount of such interest,
payment of the shortfall (DEFERRED INTEREST), which will be borne by each Class
B Seventh Issuer Note and/or each Class M Seventh Issuer Note in a proportion
equal to the proportion that the Principal Amount Outstanding of that Class B
Seventh Issuer Note, or the Class M Seventh Issuer Note, as the case may be,
bears to the aggregate Principal Amount Outstanding of the Class B Seventh
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 Seventh Issuer's
liabilities of a higher priority) to the Seventh Issuer to pay such
65
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 Seventh Issuer Notes or the Class M Seventh
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 to the Seventh 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
Seventh Issuer Notes or the Class M Seventh 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 Seventh Issuer Notes or the Class M
Seventh 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.
(C) Rates of Interest
The rate of interest payable in respect of the Seventh 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 Series 1 Seventh Issuer Notes, the Series 2 Seventh Issuer
Notes and the Series 3 Class A Seventh Issuer Notes:
(i) on the initial Dollar Interest Determination Date (as defined
below), the Agent Bank will determine the Initial Relevant
Screen Rate (as defined below) in respect of each class of
Series 1 Seventh Issuer Notes and Series 2 Seventh 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 (in the case of
the Series 1 Class A Seventh Issuer Notes) for one-month
Dollar deposits and (in all other cases) for three-month and
four-month Dollar deposits of $10,000,000 in the London
inter-bank market as at or about 11.00 a.m. (London time) on
such Dollar 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 Series 1 Class A Seventh Issuer
Notes, the Series 1 Class B Seventh Issuer Notes, the Series
1 Class M Seventh Issuer Notes, the Series 2 Class A Seventh
Issuer Notes, the Series 2 Class B Seventh Issuer Notes, the
Series 2 Class M Seventh Issuer Notes and the Series 3 Class
A Seventh Issuer Notes or, if the Initial Relevant Screen
Rate is unavailable, (in the case of the Series 1 Class A
Seventh Issuer Notes) the arithmetic mean of such offered
quotations for one- month Dollar deposits and (in all other
cases) the linear interpolation of the arithmetic mean of
such offered quotations for three-month and four-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 in respect
of each class of Series 1 Seventh Issuer Notes, the Series 2
Seventh Issuer Notes and the Series 3 Class A Seventh 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
66
of $10,000,000 in the London inter-bank market as at
or about 11.00 a.m. (London time) on the relevant Dollar
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 (in the case of the Series 1
Class A Seventh Issuer Notes) one-month Dollar 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 sub-paragraph (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 Seventh
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 sub-paragraph (ii) or (iii), as the case may be,
shall have applied but taking account of any change in the
Relevant Margin;
(b) The Series 4 Class A1 Seventh Issuer Notes, the Series 4 Class B
Seventh Issuer Notes and the Series 4 Class M Seventh Issuer Notes:
(i) on the initial Euro Interest Determination Date (as defined
below), the Agent Bank will determine the Initial Relevant
Screen Rate (as defined below) in respect of the Series 4
Class A1 Seventh Issuer Notes, the Series 4 Class B Seventh
Issuer Notes and the Series 4 Class M Seventh 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 each of the Reference Banks (as defined below)
to provide the Agent Bank with its offered quotation to prime
banks for three-month and four- month Euro deposits of
e10,000,000 in the Euro-zone inter-bank market as at or about
11.00 a.m. (Brussels time) on such Euro 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 Series 4 Class A1 Seventh Issuer Notes, the Series 4
Class B Seventh Issuer Notes and the Series 4 Class M Seventh
Issuer Notes or, if the Initial Relevant Screen Rate is
unavailable, the linear interpolation of the arithmetic mean
of such offered quotations for three-month and four-month
Euro deposits (rounded upwards, if necessary, to five decimal
places);
67
(ii) on each subsequent Euro Interest Determination Date, the
Agent Bank will determine the Relevant Screen Rate in respect
of the Series 4 Class A1 Seventh Issuer Notes, the Series 4
Class B Seventh Issuer Notes and the Series 4 Class M Seventh
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 each
of the Reference Banks to provide the Agent Bank with its
offered quotation to prime banks for three-month Euro
deposits of e10,000,000 in the Euro-zone inter-bank market as
at or about 11.00 a.m. (Brussels time) on the relevant Euro
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 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 sub-paragraph (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 Seventh
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 sub- paragraphs (i) or (ii), as the case may be,
shall have applied but, as applicable, taking account of any
change in the Relevant Margin;
(c) The Series 3 Class B Seventh Issuer Notes, the Series 3 Class M
Seventh Issuer Notes and the Series 4 Class A2 Seventh Issuer
Notes:
(i) on the initial Sterling Interest Determination Date (as
defined below), the Agent Bank will determine the Initial
Relevant Screen Rate (as defined below) in respect of the
Series 3 Class B Seventh Issuer Notes, the Series 3 Class M
Seventh Issuer Notes and the Series 4 Class A2 Seventh 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 each principal London office of each of the
Reference Banks to provide the Agent Bank with its offered
quotation to leading banks for three-month and four-month
Sterling deposits of {pound-sterling}10,000,000 in the London
inter-bank market as at or about 11.00 a.m. (London time) on
such 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
68
the Series 3 Class B Seventh Issuer Notes, the Series 3 Class
M Seventh Issuer Notes and the Series 4 Class A2 Seventh
Issuer Notes or, if the Initial Relevant Screen Rate is
unavailable, the linear interpolation of the arithmetic mean
of such offered quotations for three-month and four-month
Sterling deposits (rounded upwards, if necessary, to five
decimal places); and
(ii) on each subsequent Sterling Interest Determination Date, the
Agent Bank will determine the Relevant Screen Rate in respect
of the Series 3 Class B Seventh Issuer Notes, the Series 3
Class M Seventh Issuer Notes and the Series 4 Class A2
Seventh 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
{pound-sterling}10,000,000 in the London inter-bank 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
(iii) 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 sub-paragraph (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 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 Seventh
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 sub-paragraph (i) or (ii), as the case may be, 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:
DOLLAR INTEREST DETERMINATION DATE means (other than in respect of the
Series 1 Class A Seventh Issuer Notes), 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);
69
EURO INTEREST DETERMINATION DATE means two TARGET Business Days before
the first day of the Interest Period for which the rate will apply;
EURO-ZONE means the region comprised of member states of the European
Union that have adopted the single currency in accordance with the Treaty
establishing the European Community (signed in Rome on 25th March, 1957),
as amended by the Treaty on European Union (signed in Maastricht on 7th
February, 1992) and the Treaty of Amsterdam (signed in Amsterdam on 2nd
October, 1997);
INITIAL RELEVANT SCREEN RATE means:
(i) in respect of the Series 1 Class A Seventh Issuer Notes, the
arithmetic mean of the offered quotations to leading banks for
one-month Dollar deposits and in respect of the Series 1 Class B
Seventh Issuer Notes, the Series 1 Class M Seventh Issuer Notes,
the Series 2 Class A Seventh Issuer Notes, the Series 2 Class B
Seventh Issuer Notes, the Series 2 Class M Seventh Issuer Notes and
the Series 3 Class A Seventh Issuer Notes, the linear interpolation
of the arithmetic mean of the offered quotations to leading banks
for three-month Dollar deposits and the arithmetic mean of the
offered quotations to leading banks for four- month Dollar deposits
(in each case) (rounded upwards, if necessary, to five decimal
places), displayed on the Moneyline Telerate Monitor at Moneyline
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 Seventh Issuer with the approval of the Note
Trustee;
(ii) in respect of the Series 4 Class A1 Seventh Issuer Notes, the
Series 4 Class B Seventh Issuer Notes and the Series 4 Class M
Seventh Issuer Notes, the linear interpolation of the arithmetic
mean of the offered quotations to prime banks for three-month Euro
deposits and the arithmetic mean of the offered quotations to prime
banks for four-month Euro deposits (rounded upwards, if necessary,
to five decimal places), displayed on the Moneyline Telerate
monitor at Moneyline 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 Seventh Issuer with the
approval of the Note Trustee; and
(iii) in respect of the Series 3 Class B Seventh Issuer Notes, the Series
3 Class M Seventh Issuer Notes and the Series 4 Class A2 Seventh
Issuer Notes , the linear interpolation of the arithmetic mean of
the offered quotations to leading banks for two-month Sterling
deposits and the arithmetic mean of the offered quotations to
leading banks for three- month Sterling deposits (rounded upwards,
if necessary, to five decimal places), displayed on the Moneyline
Telerate monitor at Moneyline 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 Seventh 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:
(i) in respect of the Series 1 Class A Seventh Issuer Notes, [{circle}]
per cent. per annum;
70
(ii) in respect of the Series 1 Class B Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum;
(iii) in respect of the Series 1 Class M Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum;
(iv) in respect of the Series 2 Class A Seventh Issuer Notes, [{circle}]
per cent. per annum;
(v) in respect of the Series 2 Class B Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum;
(vi) in respect of the Series 2 Class M Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
[April 2008] and thereafter [{circle}] per cent. per annum;
(vii) in respect of the Series 3 Class A Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum;
(vii) in respect of the Series 3 Class B Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum;
(viii) in respect of the Series 3 Class M Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum;
(ix) in respect of the Series 4 Class A1 Seventh Issuer Notes,
[{circle}] per cent. per annum up to and including the Interest
Period ending in [April 2008] and thereafter [{circle}] per cent.
per annum;
(x) in respect of the Series 4 Class A2 Seventh Issuer Notes,
[{circle}] per cent. per annum up to and including the Interest
Period ending in [April 2008] and thereafter [{circle}] per cent.
per annum;
(xiii) in respect of the Series 4 Class B Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum; and
(xiii) in respect of the Series 4 Class M Seventh Issuer Notes, [{circle}]
per cent. per annum up to and including the Interest Period ending
in [April 2008] and thereafter [{circle}] per cent. per annum;
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 in respect of the
Series 1 Class A Seventh Issuer Notes, the arithmetic mean of
the offered quotations to leading banks for one-month Dollar
deposits in the London inter-bank market
71
displayed on the Moneyline Telerate Monitor at Moneyline
Telerate page number 3750;
(2) in respect of subsequent Interest Periods in respect of the
Series 1 Class B Seventh Issuer Notes, the Series 1 Class M
Seventh Issuer Notes, the Series 2 Class A Seventh Issuer
Notes, the Series 2 Class B Seventh Issuer Notes, the Series
2 Class M Seventh Issuer Notes and the Series 3 Class A
Seventh Issuer Notes, the arithmetic mean of the offered
quotations to leading banks for three-month Dollar deposits
in the London inter-bank market displayed on the Moneyline
Telerate Monitor at Moneyline Telerate page number 3750;
(3) in respect of subsequent Interest Periods in respect of the
Series 4 Class A1 Seventh Issuer Notes, the Series 4 Class B
Seventh Issuer Notes and the Series 4 Class M Seventh Issuer
Notes, the arithmetic mean of offered quotations to prime
banks for three-month Euro deposits in the Euro-zone
inter-bank market displayed on the Moneyline Telerate Monitor
at Moneyline Telerate page number 248; and
(4) in respect of subsequent Interest Periods in respect of the
Series 3 Class B Seventh Issuer Notes, the Series 3 Class M
Seventh Issuer Notes and the Series 3 Class A2 Seventh Issuer
Notes, the arithmetic mean of the offered quotations for
three- month Sterling deposits in the London inter-bank
market displayed on the Moneyline Telerate Monitor at
Moneyline 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 Seventh Issuer with the approval of the Note
Trustee (rounded upwards, if necessary, to five decimal places);
STERLING INTEREST DETERMINATION DATE means the first day of the Interest
Period for which the rate will apply; and
(D) Determination of Rates of Interest and Calculation of Interest 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 Seventh Issuer, the
Seventh Issuer Cash Manager, the Note Trustee, the Registrar and
the Paying Agents (as applicable) of (i) the Rates of Interest
applicable to the Series 1 Seventh Issuer Notes, the Series 2
Seventh Issuer Notes, the Series 3 Seventh Issuer Notes and the
Series 4 Seventh Issuer Notes for the relevant Interest Period and
(ii) the Dollar amount (in the case of a Series 1 Seventh Issuer
Note, a Series 2 Seventh Issuer Note and a Series 3 Class A Seventh
Issuer Note), the Euro amount (in the case of a Series 4 Class A1
Seventh Issuer Note, a Series 4 Class B Seventh Issuer Note and a
Series 4 Class M Seventh Issuer Note) and the Sterling amount (in
the case of a Series 3 Class B Seventh Issuer Note, a Series 3
Class M Seventh Issuer Note and a Series 4 Class A2 Seventh 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 Series 1 Seventh Issuer Note, Series 2 Seventh Issuer
Note, Series 3 Seventh Issuer Note and Series 4 Seventh Issuer
Note.
72
(ii) The Interest Amount in respect of each class of Seventh Issuer
Notes shall be determined by applying the relevant Rate of Interest
to the Principal Amount Outstanding of the relevant Seventh Issuer
Note, multiplying the sum by the applicable day count fraction
described in Condition 4(A) and rounding the resultant figure to
the nearest cent (in the case of the Series 1 Seventh Issuer Notes,
the Series 2 Seventh Issuer Notes and the Series 3 Class A Seventh
Issuer Notes), the nearest Euro 0.01 (in the case of the Series 4
Class A1 Seventh Issuer Note, the Series 4 Class B Seventh Issuer
Note and the Series 4 Class M Seventh Issuer Note) and the nearest
xxxxx (in the case of the Series 3 Class B Seventh Issuer Note, the
Series 3 Class M Seventh Issuer Note and the Series 4 Class A2
Seventh Issuer Notes) (half a cent, half a Euro 0.01 and half a
xxxxx being rounded upwards). For these purposes, in the case of
the Series 1 Class A Seventh Issuer Notes, following the occurrence
of a Trigger Event or Enforcement of the Seventh Issuer Security in
accordance with the Seventh 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 Seventh 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 applicable to each class of Seventh Issuer Notes for each
Interest Period and the Interest Payment Date falling at the end of such
Interest Period to be notified to the Seventh Issuer, the Seventh Issuer Cash
Manager, the Note Trustee and the Paying Agents (as applicable) and to each
stock exchange or listing authority (if any) on which the Seventh Issuer Notes
are then listed, will cause notice thereof to be given to the Seventh Issuer
Noteholders in accordance with Condition 14. The Interest 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 Seventh
Issuer Notes 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 Seventh Issuer Notes 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.
(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 default, bad faith or manifest
or proven error) shall be binding on the Seventh Issuer, the Seventh Issuer
Cash Manager, the Reference Banks, such other bank, the Agent Bank, the Note
Trustee and all Seventh Issuer Noteholders and (in such absence as aforesaid)
no liability to the Seventh Issuer Noteholders shall attach to the Seventh
Issuer, the Reference Banks, such other bank, the Agent Bank, the Note Trustee
73
or the Seventh 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 Seventh 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 Seventh 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 [JPMorgan Chase Bank, 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 Seventh
Issuer shall, with the approval of the Note Trustee, appoint a successor
Reference Bank to act as such in its place. In the event of [JPMorgan Chase
Bank, London Branch] being unwilling to act as the Agent Bank, or resigning
pursuant to the Seventh Issuer Paying Agent and Agent Bank Agreement, the
Seventh Issuer shall, with the approval of the Note Trustee, appoint a
successor Agent Bank. If the Seventh 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 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 Seventh
Issuer shall, subject to Condition 2, redeem the Seventh Issuer Notes at their
Principal Amount Outstanding (as defined below) together with accrued interest
on the Interest Payment Date falling in April 2004 in respect of the Series 1
Class A Seventh Issuer Notes, January 2008 in respect of the Series 2 Class A
Seventh Issuer Notes, July 2020 in respect of the Series 3 Class A Seventh
Issuer Notes, and July 2040 in respect of the Series 1 Class B Seventh Issuer
Notes, the Series 1 Class M Seventh Issuer Notes, the Series 2 Class B Seventh
Issuer Notes, the Series 2 Class M Seventh Issuer Notes, the Series 3 Class B
Seventh Issuer Notes, the Series 3 Class M Seventh Issuer Notes, the Series 4
Class A Seventh Issuer Notes, the Series 4 Class B Seventh Issuer Notes, the
Series 4 Class M Seventh Issuer Notes.
The Seventh Issuer may not redeem Class A Seventh 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, the Series 1 Class A Seventh Issuer Notes, the
Series 2 Class A Seventh Issuer Notes, the Series 3 Class A Seventh Issuer
Notes, the Series 4 Class A1 Seventh Issuer Notes and the Series 4 Class A2
Seventh 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 1 Seventh Issuer Term
AAA Advance, the Series 2 Seventh Issuer Term AAA Advance, the Series 3 Seventh
Issuer Term AAA Advance, the Series 4A1 Seventh Issuer Term AAA Advance and the
Series 4A2 Seventh Issuer Term AAA Advance respectively, converted, in the case
of the Series 1 Seventh Issuer Term AAA Advance, the Series 2 Seventh Issuer
Term AAA Advance, and the Series 3 Class A Seventh Issuer Term AAA Advance into
Dollars at the relevant Seventh Issuer Dollar Currency Swap Rate (as defined in
Condition 16 below) and converted, in the case of Series 4 Class A1 Seventh
Issuer Term AAA Advance into Euro at the relevant Seventh Issuer Euro Currency
Swap Rate (as defined in Condition 16 below).
74
If on an Interest Payment Date, prior to enforcement of the Seventh Issuer
Security or the occurrence of an Asset Trigger Event, amounts are outstanding
under more than one series of the Class A Seventh Issuer Notes, then the
Seventh Issuer will apply the relevant Seventh Issuer Principal Receipts to
repay, as the case may be, (1) the Series 1 Class A Seventh Issuer Notes,
converted into Dollars at the relevant Seventh Issuer Dollar Currency Swap
Rate, prior to making payments of principal on the Series 2 Class A Seventh
Issuer Notes, the Series 3 Class A Seventh Issuer Notes, the Series 4 Class A1
Seventh Issuer Notes; and the Series 4 Class A2 Seventh Issuer Notes (2) the
Series 2 Class A Seventh Issuer Notes, converted into Dollars at the relevant
Seventh Issuer Dollar Currency Swap Rate, prior to making payments of principal
on the Series 3 Class A Seventh Issuer Notes, the Series 4 Class A1 Seventh
Issuer Notes; and (3) the Series 3 Class A Seventh Issuer Notes, converted into
Euro at the relevant Seventh Issuer Euro Currency Swap Rate prior to making
payments of principal on the Series 4 Class A1 Seventh Issuer Notes and the
Series 4 Class A2 Seventh Issuer Notes.
The Series 4 Class A2 Seventh 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
4 Class A2 Seventh Issuer Term AAA Advance of the Seventh Issuer Term AAA
Advances in Sterling.
The Series 1 Class B Seventh 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 1
Seventh Issuer Term AA Advance of the Seventh Issuer Term AA Advances converted
into Dollars at the relevant Seventh Issuer Dollar Currency Swap Rate.
The Series 1 Class M Seventh 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
1 Seventh Issuer Term A Advance of the Seventh Issuer Term A Advances converted
into Dollars at the relevant Seventh Issuer Dollar Currency Swap Rate.
The Series 2 Class B Seventh 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
2 Seventh Issuer Term AA Advance of the Seventh Issuer Term AA Advances
converted into Dollars at the relevant Seventh Issuer Dollar Currency Swap
Rate.
The Series 2 Class M Seventh 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 2 Seventh Issuer Term A Advance of the Seventh Issuer Term A Advances
converted into Dollars at the relevant Seventh Issuer Dollar Currency Swap
Rate.
The Series 3 Class B Seventh 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 Seventh Issuer Term AA Advance of the Seventh Issuer Term AA Advances in
Sterling.
The Series 3 Class M Seventh 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 Seventh Issuer Term A Advance of the Seventh Issuer Term A Advances in
Sterling.
The Series 4 Class B Seventh 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
4 Seventh Issuer Term AA Advance of the Seventh Issuer Term AA Advances
converted into euro of the relevant Seventh Issuer Euro Currency Swap Rate.
75
The Series 4 Class M Seventh 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
4 Seventh Issuer Term A Advance of the Seventh Issuer Term A Advances converted
into Euro at the relevant Seventh Issuer Euro Currency swap..
(C) Note Principal Payments, Principal Amount Outstanding and Pool Factor
The principal amount redeemable (the NOTE PRINCIPAL PAYMENT) in respect of each
Seventh Issuer Note of a particular series and class on any Interest Payment
Date under paragraph (B) above shall be the amount required as at that Interest
Payment Date to be applied in redemption of the relevant series and class of
Seventh Issuer Notes on such date equal to the proportion that the Principal
Amount Outstanding of the relevant series of Seventh Issuer Notes bears to the
aggregate Principal Amount Outstanding of the relevant class of Seventh Issuer
Notes rounded down to the nearest cent in respect of the Series 1 Seventh
Issuer Notes, the Series 2 Seventh Issuer Notes, and the Series 3 Class A
Seventh Issuer Notes rounded down to the nearest Euro 0.01 in respect of the
Series 4 Class A1 Seventh Issuer Notes, the Series 4 Class B Seventh Issuer
Notes and the Series 4 Class M Seventh Issuer Notes and rounded down to the
nearest xxxxx in respect of the Series 3 Class B Seventh Issuer Notes, the
Series 3 Class M Seventh Issuer Notes and the Series 4 Class A2 Seventh Issuer
Notes; provided always that no such Note Principal Payment may exceed the
Principal Amount Outstanding of the relevant Seventh Issuer Note.
Four Business Days prior to each Interest Payment Date (the NOTE DETERMINATION
DATE), the Seventh Issuer shall determine (or cause the Agent Bank to
determine) (i) the amount of any Note Principal Payment due in respect of each
Seventh Issuer Note of the relevant series on the immediately following
Interest Payment Date, (ii) the Principal Amount Outstanding of each such
Seventh Issuer Note (which shall be $1,000, $10,000 and $100,000 (in the case
of each Series 1 Seventh Issuer Note, each Series 2 Seventh Issuer Note), and
the Series 3 Class A Seventh Issuer Notes, e500,000 (in the case of each Series
4 Class A1 Seventh Issuer Note, the Series 4 Class B Seventh Issuer Note and
the Series 4 Class M Seventh Issuer Note) and {pound-sterling}10,000 and
{pound-sterling}100,000 (in the case of each Series 3 Class B Seventh Issuer
Note, Series 3 Class M Seventh Issuer Note and Series 4 Class A2 Seventh Issuer
Note)) and less (in each case) the aggregate amount of all Note Principal
Payments in respect of such Seventh 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 to the
seventh decimal point (the POOL FACTOR), of which the numerator is the
Principal Amount Outstanding of that Seventh Issuer Note (as referred to in
(ii) above) and the denominator is $1,000, $10,000 and $100,000 (in the case of
each Series 1 Seventh Issuer Note, each Series 2 Seventh Issuer Note), and each
series 3 Class A Seventh Issuer Note, e500,000 (in the case of each Series 4
Class A1 Seventh Issuer Note, each Series 4 Class B Seventh Issuer Note and
each Series 4 Class M Seventh Issuer Note) and {pound-sterling}10,000 and
{pound-sterling}100,000 (in the case of each Series 3 Class B Seventh Issuer
Note, each Series 3 Class M Seventh Issuer Note and each Series 4 Class A2
Seventh Issuer Note). Each determination by or on behalf of the Seventh Issuer
of any Note Principal Payment of a Seventh Issuer Note, the Principal Amount
Outstanding of a Seventh Issuer Note and the Pool Factor shall in each case (in
the absence of wilful default, bad faith or manifest or proven error) be final
and binding on all persons.
With respect to the Seventh Issuer Notes of each class, the Seventh 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 Seventh 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 Seventh Issuer
Noteholders in accordance with Condition 14 by not later than the Business Day
after the
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relevant Interest Payment Date in the case of Global Issuer Notes or as soon as
reasonably practicable thereafter in the case of Definitive Seventh Issuer
Notes. If no Note Principal Payment is due to be made on any Interest Payment
Date falling after April 2008, then a notice to this effect will be given by or
on behalf of the Seventh Issuer to the Seventh Issuer Noteholders which have not
been paid in full in accordance with Condition 14.
If the Seventh 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 Seventh Issuer. Any such determination shall (in the
absence of manifest or demonstrable error) be binding on the Seventh Issuer,
the Agent Bank and the Seventh Issuer Noteholders.
(D) Optional Redemption in Full
Upon giving not more than 60 nor less than 30 days' notice to the Note Trustee
and the Seventh Issuer Noteholders in accordance with Condition 14, the Seventh
Issuer may redeem, unless otherwise provided, all (but not some only) of the
Seventh Issuer Notes specified below at their Principal Amount Outstanding
together with any accrued interest on the following dates:
(i) all of the Seventh Issuer Notes (other than the Series 1 Class A
Seventh Issuer Notes and the Series 2 Class A Issuer Notes) on
any Interest Payment Date falling in or after April 2008;
(ii) the Series 1 Seventh Issuer Notes on any Interest Payment Date on
which the aggregate Principal Amount Outstanding of the Series 1
Seventh Issuer Notes then outstanding is less than 10 per cent.
of the aggregate Principal Amount Outstanding of the Series 1
Seventh Issuer Notes as at the Closing Date;
(iii)the Series 2 Seventh Issuer Notes on any Interest Payment Date
on which the aggregate Principal Amount Outstanding of the Series
2 Seventh Issuer Notes then outstanding is less than 10 per cent.
of the aggregate Principal Amount Outstanding of the Series 2
Seventh Issuer Notes as at the Closing Date;
(iv) the Series 3 Seventh Issuer Notes on any Interest Payment Date on
which the aggregate Principal Amount Outstanding of the Series 3
Seventh Issuer Notes then outstanding is less than 10 per cent.
of the aggregate Principal Amount Outstanding of the Series 3
Seventh Issuer Notes as at the Closing Date; and
(v) the Series 4 Seventh Issuer Notes on any Interest Payment Date on
which the aggregate Principal Amount Outstanding of the Series 4
Seventh Issuer Notes then outstanding is less than 10 per cent.
of the aggregate Principal Amount Outstanding of the Series 4
Seventh Issuer Notes as at the Closing Date,
provided that (in any of the cases above), prior to giving any such notice, the
Seventh Issuer shall have provided to the Note Trustee a certificate signed by
two directors of the Seventh Issuer to the effect that it will have the funds,
not subject to any interest of any other person, required to redeem the Issuer
Notes as aforesaid and any amounts required to be paid in priority to or pari
passu with the Issuer Notes outstanding in accordance with the terms and
conditions of the Seventh Issuer Cash Management Agreement.
(E) Optional Redemption for Tax and other Reasons
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If the Seventh Issuer at any time satisfies the Note Trustee immediately prior
to the giving of the notice referred to below that either on the next Interest
Payment Date (i) the Seventh Issuer would be required to deduct or withhold
from any payment of principal or interest or any other amount under any of the
Issuer Notes any amount for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature or (ii) Funding
would be required to deduct or withhold from amounts due under the Seventh
Issuer Intercompany Loan any amount on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature, then the
Seventh Issuer shall, if it avoids the relevant event described in (i) or (ii)
above, use its reasonable endeavours to arrange the substitution of a company
incorporated in another jurisdiction approved by the Note Trustee as principal
debtor under the Class A Seventh Issuer Notes, the Class B Seventh Issuer Notes
and the Class M Seventh Issuer Notes and as lender under the Seventh 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
Seventh Issuer Noteholders; (2) that the position of the Seventh 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
or the cost of issuance. Only if the Seventh Issuer is unable to arrange a
substitution will the Seventh Issuer be entitled to redeem the Issuer Notes as
described in this Condition 5(E).
If the Seventh Issuer 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 Seventh Issuer may, having given not
more than 60 nor less than 30 days' notice to the Note Trustee and the Seventh
Issuer Noteholders in accordance with Condition 14, redeem all (but not some
only) of the Issuer Notes on any Interest Payment Date at their aggregate
Principal Amount Outstanding together with any interest accrued thereon
provided that (in either case), prior to giving any such notice, the Seventh
Issuer shall have provided to the Note Trustee a certificate signed by two
directors of the Seventh Issuer to the effect that it will have the funds, not
subject to the interest of any other person, required to redeem the Seventh
Issuer Notes as aforesaid and any amounts required under the Seventh Issuer
Pre-Enforcement Revenue Priority of Payments currently set out in the Seventh
Issuer Cash Management Agreement to be paid in priority to or pari passu with
the Seventh Issuer Notes outstanding in accordance with the terms and
conditions thereof.
If, at any time, the Seventh Issuer has delivered a certificate to Funding, the
Seventh Issuer Security Trustee and the Rating Agencies to the effect that it
would be unlawful for the Seventh Issuer to make, fund or allow to remain
outstanding a Term Advance made by it under the Seventh Intercompany Loan
Agreement and stating that the Seventh Issuer requires Funding to prepay the
Term Advance, the Seventh Issuer may, having 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 and the Seventh Issuer
Noteholders in accordance with Condition 14 redeem all (but not some only) of
the Seventh Issuer Notes on any Interest Payment Date at their aggregate
Principal Amount Outstanding together with any interest accrued thereon
provided that, prior to giving any such notice, the Seventh Issuer shall have
provided to the Note Trustee a certificate signed by two directors of the
Seventh Issuer to the effect that it will have the funds, not subject to the
interest of any other person, required to redeem the Seventh Issuer Notes as
aforesaid and any amounts required under the Seventh Issuer Pre-Enforcement
Revenue Priority of Payments currently set out in the Seventh Issuer Cash
Management Agreement to be paid in priority to or pari passu with the Seventh
Issuer Notes outstanding in accordance with the terms and conditions thereof.
If the new Basel Capital accord (as described in the consultative document "THE
NEW BASEL CAPITAL ACCORD" published in January 2001 by the Basel Committee on
Banking Supervision) has been implemented in the United Kingdom, whether by
rule of law, recommendation of best practice or by any other regulation, and
provided that a Seventh Issuer Note Enforcement Notice has not been served on
the interest payment date falling in April 2007 and on any interest payment
date thereafter, then the
78
Seventh Issuer Notes at the Principal 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 and the Seventh Issuer Noteholders in
accordance with Condition 14, provided that, prior to giving any such notice,
the Seventh Issue shall have provided to the Note Trustee a certificate signed
by two directors of the Seventh Issuer to the effect that it will have the
funds, not subject to the interest of any other person, required to redeem the
Seventh Issuer Notes as aforesaid and any amounts required under the Seventh
Issuer Pre-Enforcement Revenue Priority of Payments (or, as the case may be, the
Seventh Issuer Post-Enforcement Revenue Priority of Payments) currently set out
in the Seventh Issuer Cash Management Agreement to be paid in priority to or
pari passu with the Seventh Issuer Notes outstanding in accordance with the
terms and conditions thereof.
6. Payments
(A) Presentation of Seventh Issuer Notes
Payments of principal and interest in respect of the Global Seventh Issuer
Notes will be made only against the presentation of those Global Seventh Issuer
Notes to or to the order of the Registrar (or such Paying Agent as may be
notified as being a substitute for the Registrar for the purposes of this
Condition 6(A)). In the case of final redemption, and provided that payment is
made in full, payments will be made only upon surrender of such Global Seventh
Issuer Notes to the Registrar (or such Paying Agent as may be notified as being
a substitute for the Registrar for the purposes of this Condition 6(A)). A
record of each payment of interest and/or principal made in respect of such
Global Seventh Issuer Note will be made on the Global Seventh Issuer Note by or
on behalf of the Registrar and such record shall be prima facie evidence that
the payment in question has been made.
None of the persons appearing from time to time in the records of DTC,
Euroclear or Clearstream, Luxembourg, as the holder of a Seventh Issuer Note of
the relevant class shall have any claim directly against the Seventh Issuer in
respect of payments due on such Seventh Issuer Note while such Seventh Issuer
Note is represented by a Global Seventh Issuer Note and the Seventh Issuer
shall be discharged by payment of the relevant amount to the registered holder
of the relevant Global Issuer Note.
In the case of Definitive Seventh Issuer Notes, payments of principal and
interest (except where, after such payment, the unpaid principal amount of the
relevant Seventh Issuer Note would be reduced to zero (including as a result of
any other payment of principal due in respect of such Seventh Issuer Note), in
which case the relevant payment of principal and interest, as the case may be,
will be made against surrender of such Seventh Issuer Note at the specified
office of the Registrar or any Paying Agent, will be made by Dollar cheque
drawn on a bank in New York City, in the case of the Series 1 Seventh Issuer
Notes, the Series 2 Seventh Issuer Notes and the Series 3 Class A Seventh
Issuer Notes, by Xxxxxxxx cheque drawn on a bank in London, in the case of the
Series 3 Class B Seventh Issuer Notes, the Series 3 Class M Seventh Issuer
Notes and the Series 4 Class A2 Seventh Issuer Notes or by Euro cheque drawn on
a bank in London or such place as the Registrar may maintain a Euro denominated
account, in the case of the Series 4 Class A1 Seventh Issuer Notes, the Series
4 Class B Seventh Issuer Notes and the Series 4 Class M Seventh Issuer Notes,
posted to the holder (or to the first-named of joint holders) of such
Definitive Seventh Issuer Note at the address shown in the Register on the
Record Date (as defined below) not later than the due date for such payment. If
any payment due in respect of such Definitive Seventh Issuer Note is not paid
in full, the Registrar will annotate the Register with a record of the amount
(if any) so paid. For the purposes of this Condition 6(A), the holder of a
Definitive Seventh Issuer Note will be deemed to be the person shown as the
holder (or the first-named of joint holders) on the Register on the fifteenth
day before the due date for such payment (the RECORD DATE).
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Upon application by the holder of a Definitive Seventh Issuer Note to the
specified office of the Registrar not later than the Record Date for any
payment in respect of such Definitive Seventh Issuer Note, such payment will be
made by transfer to a Dollar account maintained by the payee with a bank in New
York City, in the case of the Series 1 Seventh Issuer Notes and the Series 2
Seventh Issuer Notes and the Series 3 Class A Seventh Issuer Notes, to a Euro
denominated account maintained by the payee with a bank in London or such place
as the Registrar may maintain a Euro denominated account, in the case of the
Series 4 Class A1 Seventh Issuer Notes, the Series 4 Class B Seventh Issuer
Notes and the Series 4 Class M Seventh Issuer Notes Seventh Issuer Notes or to
a Sterling account maintained by the payee with a bank in London, in the case
of the Series 3 Class B Seventh Issuer Notes, the Series 3 Class M Seventh
Issuer Notes and the Series 4 Class A2 Seventh issuer Notes Seventh Issuer
Notes. Any such application for transfer to such an account shall be deemed to
relate to all future payments in respect of such Definitive Seventh Issuer Note
until such time as the Registrar is notified in writing to the contrary by the
holder thereof.
(B) Laws and Regulations
Payments of principal and interest in respect of the Seventh Issuer Notes are
subject, in all cases, to any fiscal or other laws and regulations applicable
thereto. Seventh 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 Seventh Issuer Note or part thereof, the interest which continues to accrue
in respect of such Seventh Issuer Note in accordance with Condition 4(A) will
be paid, in respect of a Global Seventh Issuer Note, against presentation of
such Global Seventh Issuer Note at the specified office of the relevant Paying
Agent as described in Condition 6(A) above and, in respect of any Definitive
Seventh 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 Seventh 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 Seventh Issuer will at all times maintain a Principal
Paying Agent with a specified office in London and, for so long as amounts are
outstanding in respect of the Series 1 Seventh Issuer Notes and/or the Series 2
Seventh Issuer Notes, and/or the Series 3 Class A Seventh Issuer Notes, a US
Paying Agent with a specified office in New York City and a Registrar. Except
where otherwise provided in the Seventh Issuer Trust Deed, the Seventh 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.
(E) No Payment on non-Business Day
If the date for payment of any amount in respect of a Seventh Issuer Note is
not a Business Day, Seventh 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 place of
presentation.
(F) Partial Payment
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If a Paying Agent makes a partial payment in respect of any Seventh Issuer Note
presented to it for payment, the Registrar will, in respect of the relevant
Seventh 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 Seventh 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 Seventh 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 Seventh Issuer for payment in respect of the Seventh 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 Seventh 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 Seventh 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 Seventh Issuer Notes due on or
before that date has not been duly received by the Principal Paying Agent or
the Note Trustee 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
Seventh Issuer Noteholders in accordance with Condition 14.
8. Taxation
All payments in respect of the Seventh 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 Seventh Issuer or any
relevant Paying Agent is required by applicable law to make any payment in
respect of the Seventh Issuer Notes subject to any such withholding or
deduction. In that event, the Seventh Issuer or such Paying Agent shall make
such payment after such withholding or deduction has been made and shall
account to the relevant authorities for the amount so required to be withheld
or deducted. No Paying Agent nor the Seventh Issuer will be obliged to make any
additional payments to Seventh Issuer Noteholders in respect of such
withholding or deduction.
9. Events of Default
(A) Class A Seventh Issuer Noteholders
The Note Trustee in its absolute discretion may, and if so requested in writing
by the holders of not less than 25 per cent. in aggregate of the Principal
Amount Outstanding of the Class A Seventh Issuer Notes or if so directed by or
pursuant to an Extraordinary Resolution (as defined in the Seventh Issuer Trust
Deed) of the Class A Seventh Issuer Noteholders shall (subject, in each case,
to being indemnified to its satisfaction) give notice (a CLASS A SEVENTH ISSUER
NOTE ENFORCEMENT NOTICE) to the Seventh Issuer and the Seventh Issuer Security
Trustee declaring the Seventh 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 SEVENTH 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
Seventh Issuer Note when and as the same ought to be paid in
accordance with these Conditions; or
81
(ii) the Seventh Issuer failing duly to perform or observe any other
obligation binding upon it under the Class A Seventh Issuer
Notes, the Seventh Issuer Trust Deed, the Seventh Issuer Deed of
Charge or any other Seventh Issuer Transaction Document and, in
any such case (except where the Note Trustee (or, in the case of
the Seventh Issuer Deed of Charge, the Seventh Issuer Security
Trustee) certifies that, in its 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 Seventh
Issuer Deed of Charge, the Seventh Issuer Security Trustee) on
the Seventh Issuer of notice requiring the same to be remedied;
and the Note Trustee or, as applicable, the Seventh Issuer
Security Trustee, has certified that the failure to perform or
observe is materially prejudicial to the interests of the Class A
Seventh Issuer Noteholders; or
(iii)the Seventh Issuer, otherwise than for the purposes of such
amalgamation or reconstruction as is referred to in sub-paragraph
(iv) below, ceases or threatens to cease to carry on its business
or a substantial part of its business or the Seventh 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 Seventh 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
Seventh Issuer Noteholders; or
(v) proceedings being otherwise initiated against the Seventh Issuer
under any applicable liquidation, insolvency, composition,
reorganisation or other similar laws (including, but not limited
to, presentation of a petition for an administration order, the
filing of documents with the Court for the appointment of an
administrator or the service of a notice of intention to appoint
an administrator) and (except in the case of presentation of a
petition for an administration order) such proceedings are not,
in the 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 or steps
being taken with a view to obtaining a moratorium in respect of
third party action in relation to the Seventh Issuer or in
relation to the whole or any substantial part of the undertaking
or assets of the Seventh Issuer, or an encumbrancer taking
possession of the whole or any substantial part of the
undertaking or assets of the Seventh 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 Seventh 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 Seventh 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
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(vi) if a Seventh Issuer Intercompany Loan Enforcement Notice is
served under the Seventh Issuer Intercompany Loan Agreement,
while any of the Class A Seventh Issuer Notes is outstanding,
provided that, in the case of the events described in sub-paragraph (ii), the
Note Trustee (or, as the case may be, the Seventh Issuer Security Trustee)
shall have certified to the Seventh Issuer in writing that such event is, in
its opinion, materially prejudicial to the interests of the Class A Seventh
Issuer Noteholders.
(B) Class B Seventh Issuer Noteholders
This Condition 9(B) shall have no effect if, and for as long as, any Class A
Seventh Issuer Notes are outstanding. Subject thereto, for so long as any Class
B Seventh 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 per cent. in aggregate Principal Amount Outstanding of the Class B Seventh
Issuer Notes or if so directed by or pursuant to an Extraordinary Resolution of
the Class B Seventh Issuer Noteholders shall (subject, in each case, to being
indemnified to its satisfaction) give notice (a CLASS B SEVENTH ISSUER NOTE
ENFORCEMENT NOTICE) to the Seventh Issuer and the Seventh Issuer Security
Trustee declaring the Seventh 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
Seventh 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
Seventh Issuer Notes and Class A Seventh Issuer Noteholders shall
be read as references to Class B Seventh Issuer Notes and Class B
Seventh Issuer Noteholders respectively.
(C) Class M Seventh Issuer Noteholders
This Condition 9(C) shall have no effect if, and for as long as, any Class A
Seventh Issuer Notes or any Class B Seventh Issuer Notes are outstanding.
Subject thereto, for so long as any Class M Seventh 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 per cent. in aggregate
Principal Amount Outstanding of the Class M Seventh Issuer Notes or if so
directed by or pursuant to an Extraordinary Resolution of the Class M Seventh
Issuer Noteholders shall (subject, in each case, to being indemnified to its
satisfaction) give notice (a CLASS M SEVENTH ISSUER NOTE ENFORCEMENT NOTICE) to
the Seventh Issuer and the Seventh Issuer Security Trustee declaring the
Seventh 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 M
Seventh 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
Seventh Issuer Notes and Class A Seventh Issuer Noteholders shall
be read as references to Class M Seventh Issuer Notes and Class M
Seventh Issuer Noteholders respectively.
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(D) Following Service of a Seventh Issuer Note Enforcement NoticeFor the
avoidance of doubt, upon any Seventh Issuer Note Enforcement Notice being given
by the Note Trustee in accordance with Condition 9(A) above, all the Seventh
Issuer Notes then outstanding shall immediately become due and repayable at
their Principal Amount Outstanding together with accrued interest as provided
in the Seventh Issuer Trust Deed
10. Enforcement of Seventh Issuer Notes
Each of the Note Trustee and the Seventh Issuer 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 Seventh Issuer or any other
person as it may think fit to enforce the provisions of (in the case of the
Note Trustee) the Seventh Issuer Notes or the Seventh Issuer Trust Deed
(including these Conditions) or (in the case of the Seventh Issuer Security
Trustee) the Seventh Issuer Deed of Charge or (in either case) any of the other
Seventh Issuer Transaction Documents. The Seventh Issuer Security Trustee may,
at its discretion and without notice, at any time after the Seventh Issuer
Security has become enforceable, take such steps as it may think fit to enforce
the Seventh Issuer Security. Neither of them shall be bound to take any such
proceedings or steps unless:
(i) (subject in all cases to restrictions contained in the Seventh
Issuer Trust Deed or, as the case may be, the Seventh Issuer Deed
of Charge to protect the interests of any higher ranking class of
Seventh Issuer Noteholders) it shall have been so directed by an
Extraordinary Resolution of the Class A Seventh Issuer
Noteholders, the Class B Seventh Issuer Noteholders and the Class
M Seventh Issuer Noteholders or so requested in writing by the
holders of at least 25 per cent. in Principal Amount Outstanding
of the Class A Seventh Issuer Notes, the Class B Seventh Issuer
Notes, the Class M Seventh Issuer Notes or, in the case of the
Seventh Issuer Security Trustee (subject to restrictions
contained in the Seventh Issuer Deed of Charge to protect the
interests of the Class A Seventh Issuer Noteholders, the Class B
Seventh Issuer Noteholders and the Class M Seventh Issuer
Noteholders), so requested by any other Seventh Issuer Secured
Creditor; and
(ii) it shall have been indemnified to its satisfaction.
Amounts available for distribution after enforcement of the Seventh Issuer
Security shall be distributed in accordance with the terms of the Seventh
Issuer Deed of Charge.
No Seventh Issuer Noteholder shall be entitled to proceed directly against the
Seventh Issuer unless the Note Trustee or the Seventh Issuer Security Trustee
(as the case may be), having become bound so to do, fails to do so within a
reasonable period and such failure shall be continuing, provided that no Class
B Seventh Issuer Noteholder or Class M Seventh Issuer Noteholder shall be
entitled to take proceedings for the winding-up or administration of the
Seventh Issuer at any time.
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 and
the Class M 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 and the Class M Seventh Issuer
Notes (as the case may be) and all other claims ranking pari passu therewith,
then the Class B Seventh Issuer Noteholders and/or the Class M Seventh Issuer
Noteholders (as the case may be) shall, upon the Seventh Issuer Security having
been enforced and realised to the maximum possible extent as certified by the
Seventh Issuer Security Trustee, be forthwith paid their respective shares of
such remaining proceeds (as determined in accordance with the provisions of the
Seventh Issuer Deed of Charge). On the date of such payment (the OPTION
EXERCISE DATE), the Seventh Issuer Security Trustee (on behalf of all of the
Class B Seventh Issuer Noteholders and/or the Class M Seventh Issuer
Noteholders (as the case may be)) will, at the request of PECOH Limited (the
POST ENFORCEMENT CALL OPTION HOLDER), transfer without payment all (but not
some only) of the Class B
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Seventh Issuer Notes and/or the Class M Seventh
Issuer Notes (as the case may be) to the Post Enforcement Call Option Holder
pursuant to the option granted to it by the Seventh Issuer Security Trustee (as
agent for the Seventh Issuer Noteholders) pursuant to a post enforcement call
option agreement (the SEVENTH ISSUER POST ENFORCEMENT CALL OPTION AGREEMENT)
dated on or about the Closing Date between the Seventh Issuer, the Post
Enforcement Call Option Holder and the Seventh Issuer Security Trustee.
Immediately upon such transfer, no such former Class B Seventh Issuer
Noteholder or the Class M Seventh Issuer Noteholder shall have any further
interest in the Class B Seventh Issuer Notes or the Class M Seventh Issuer
Notes (as the case may be). Each of the Class B Seventh Issuer Noteholders and
the Class M Seventh Issuer Noteholders acknowledges that the Seventh Issuer
Security Trustee has the authority and the power to bind the Seventh Issuer
Noteholders in accordance with the terms and conditions set out in the Seventh
Issuer Post Enforcement Call Option Agreement and each Class B Seventh Issuer
Noteholder or Class M Seventh Issuer Noteholder (as the case may be), by
subscribing for or purchasing Class B Seventh Issuer Notes or the Class M
Seventh Issuer Notes (as the case may be), agrees to be so bound.
11. Meetings of Seventh Issuer Noteholders, Modifications and Waiver
(A) Quorum
The Seventh Issuer Trust Deed contains provisions for convening meetings of
Seventh 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 Seventh Issuer Notes (including these
Conditions) or the provisions of any of the Seventh Issuer Transaction
Documents.
(B) Class A Seventh Issuer Notes
The Seventh Issuer Trust Deed provides that:
(i) a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of one series only of the Class A
Seventh Issuer Notes shall be deemed to have been duly passed if
passed at a meeting of the holders of the Class A Seventh Issuer
Notes of that series;
(ii) a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of any two or more series classes of
the Class A Seventh 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 Seventh 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 Seventh Issuer
Notes; and
(iii)a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the
Class A Seventh 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 Seventh 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 Seventh Issuer Notes, it shall be duly passed at separate
meetings of the holders of such two or more series of the Class A
Seventh Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class A Seventh Issuer Notes which are not all denominated in the same
currency, the Principal Amount Outstanding of any Class A Seventh Issuer Note
denominated in Dollars shall be converted into Sterling at the relevant
85
Seventh Issuer Dollar Currency Swap Rate and the Principal Amount Outstanding of
any Class A Seventh Issuer Note denominated in Euro shall be converted into
Sterling at the relevant Seventh Issuer Euro Currency Swap Rate.
The Seventh Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class A
Seventh Issuer Noteholders upon which the Note Trustee or, as the case may be,
the Seventh Issuer Security Trustee is bound to act.
(C) Class B Seventh Issuer Notes
The Seventh Issuer Trust Deed provides that:
(i) a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of one series only of the Class B
Seventh Issuer Notes shall be deemed to have been duly passed if
passed at a meeting of the holders of the Class B Seventh Issuer
Notes of that series;
(ii) a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the
Class B Seventh 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 Seventh 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 Seventh Issuer Notes; and
(iii)a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the
Class B Seventh 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 Seventh 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 Seventh Issuer Notes, it shall be duly passed at separate
meetings of the holders of such two or more series of the Class B
Seventh Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class B Seventh Issuer Notes which are not all denominated in the same
currency, the Principal Amount Outstanding of any Class B Seventh Issuer Note
denominated in Dollars shall be converted into Sterling at the relevant Seventh
Issuer Dollar Currency Swap Rate and the Principal Amount Outstanding of any
Class B Seventh Issuer Note denominated in Euro shall be converted into
Sterling at the relevant Seventh Issuer Euro Currency Swap Rate.
The Seventh Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class B
Seventh Issuer Noteholders upon which the Note Trustee or, as the case may be,
the Seventh Issuer Security Trustee is bound to act.
(D) Class M Seventh Issuer Notes
The Seventh Issuer Trust Deed provides that:
(i) a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of one series only of the Class M
Seventh Issuer Notes shall be deemed to have been duly passed if
passed at a meeting of the holders of the Class M Seventh Issuer
Notes of that series;
(ii) a resolution which, in the opinion of the Note Trustee, affects
the interests of the holders of any two or more series of the
Class M Seventh Issuer Notes but does not
86
give rise to a conflict of interest between the holders of such
two or more series of the Class M Seventh 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 M Seventh
Issuer Notes; and
(iii)a resolution which, in the opinion of the Note Trustee,
affects the interests of the holders of any two or more
series of the Class M Seventh 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 M Seventh 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 M Seventh Issuer Notes, it shall
be duly passed at separate meetings of the holders of such
two or more series of the Class M Seventh Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class M Seventh Issuer Notes which are not all denominated in the same
currency, the Principal Amount Outstanding of any Class M Seventh Issuer Note
denominated in Dollars shall be converted into Sterling at the relevant Seventh
Issuer Dollar Currency Swap Rate and the Principal Amount Outstanding of any
Class M Seventh Issuer Note denominated in Euro shall be converted into
Sterling at the relevant Seventh Issuer Euro Currency Swap Rate.
The Seventh Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class M
Seventh Issuer Noteholders upon which the Note Trustee or, as the case may be,
the Seventh Issuer Security Trustee is bound to act.
Subject as provided below, the quorum at any meeting of the Seventh 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 per cent. of the aggregate Principal Amount Outstanding of the Seventh
Issuer Notes of that series or class or classes or, at any adjourned meeting,
one or more persons being or representing Seventh Issuer Noteholders of that
series or class or classes whatever the aggregate Principal Amount Outstanding
of relevant Seventh Issuer Notes so held or represented.
The quorum at any meeting of the Seventh 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 Seventh 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 Seventh 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 per cent. or, at any adjourned and reconvened meeting, 25 per
cent. in Principal Amount Outstanding of the classes of Seventh Issuer Notes of
each series for the time being outstanding.
A resolution signed by or on behalf of all the Seventh 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
Seventh Issuer Noteholders.
(E) Limitations on Class B Seventh Issuer Noteholders
No Extraordinary Resolution of the Class B Seventh Issuer Noteholders (other
than any such Extraordinary Resolution referred to in paragraphs (G) or (H)
below) shall take effect for any purpose while any Class A Seventh Issuer Notes
remain outstanding unless it shall have been sanctioned by an Extraordinary
Resolution of the Class A Seventh Issuer Noteholders or the Note Trustee or, as
the case may be, the Seventh Issuer Security Trustee is of the opinion that it
would not be materially prejudicial to the interests of the Class A Seventh
Issuer Noteholders.
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(F) Limitations on Class M Seventh Issuer Noteholders
No Extraordinary Resolution of the Class M Seventh Issuer Noteholders (other
than any such Extraordinary Resolution referred to in paragraph (H) below)
shall take effect for any purpose while any Class A Seventh Issuer Notes or any
Class B Seventh Issuer Notes remain outstanding unless it shall have been
sanctioned by an Extraordinary Resolution of the Class A Seventh Issuer
Noteholders and/or the Class B Seventh Issuer Noteholders (as the case may be)
or the Note Trustee or, as the case may be, the Seventh Issuer Security Trustee
is of the opinion that it would not be materially prejudicial to the interests
of the Class A Seventh Issuer Noteholders and/or the Class B Seventh Issuer
Noteholders (as the case may be).
(G) Approval of Modifications and Waivers by Class B Seventh Issuer
Noteholders and Class M Seventh Issuer Noteholders
(i) No Extraordinary Resolution of the Class A Seventh 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 Seventh
Issuer Transaction Documents or these Conditions shall take effect
unless it shall have been sanctioned by an Extraordinary Resolution of
the Class B Seventh Issuer Noteholders an Extraordinary Resolution of
the Class M Seventh Issuer Noteholders or the Note Trustee or, as the
case may be, the Seventh Issuer Security Trustee is of the opinion
that it would not be materially prejudicial to the interests of the
Class B Seventh Issuer Noteholders and the Class M Seventh Issuer
Noteholders.
(ii) After the Class A Seventh Issuer Notes have been fully redeemed, no
Extraordinary Resolution of the Class B Seventh 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 M Seventh
Issuer Noteholders or the Note Trustee or, as the case may be, the
Seventh Issuer Security Trustee is of the opinion that it would not be
materially prejudicial to the interests of the Class M Seventh Issuer
Noteholders.
(H) Modifications and Determinations by Note Trustee and Seventh Issuer
Security Trustee
The Note Trustee and the Seventh Issuer Security Trustee may agree, without the
consent of the Seventh Issuer Noteholders, (i) to any modification of, or to
the waiver or authorisation of any breach or proposed breach of, these
Conditions or any of the Seventh Issuer Transaction Documents, which is not, in
the opinion of the Note Trustee or, as the case may be, the Seventh Issuer
Security Trustee, materially prejudicial to the interests of the Seventh Issuer
Noteholders or (ii) to any modification of these Conditions or any of the
Seventh Issuer Transaction Documents which, in the opinion of the Note Trustee
or, as the case may be, the Seventh Issuer Security Trustee, is to correct a
manifest or proven error or is of a formal, minor or technical nature.
The Note Trustee may also, without the consent of the Seventh Issuer
Noteholders, determine that any Seventh 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
Seventh Issuer Noteholders and, unless the Note Trustee or, as the case may be,
the Seventh Issuer Security Trustee agrees otherwise, any such modification
shall be notified to the Seventh Issuer Noteholders and the Rating Agencies in
accordance with Condition 14 as soon as practicable thereafter.
(I) Exercise of Note Trustee's or Seventh Issuer Security Trustee's
Functions
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Where the Note Trustee or the Seventh Issuer Security Trustee is required, in
connection with the exercise of its powers, trusts, authorities, duties and
discretions, to have regard to the interests of the Seventh Issuer Noteholders
of any series or class, it shall have regard to the interests of such Seventh
Issuer Noteholders as a class and, in particular but without prejudice to the
generality of the foregoing, neither the Note Trustee nor the Seventh Issuer
Security Trustee shall have regard to, or be in any way liable for, the
consequences of such exercise for individual Seventh 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, neither the Note Trustee nor
the Seventh Issuer Security Trustee shall be entitled to require, and no
Seventh Issuer Noteholder shall be entitled to claim, from the Seventh Issuer
or any other person, any indemnification or payment in respect of any tax
consequence of any such exercise upon individual Seventh Issuer Noteholders.
12. Indemnification of the Note Trustee and the Seventh Issuer Security Trustee
The Seventh Issuer Trust Deed and the Seventh Issuer Deed of Charge contain
provisions governing the responsibility (and relief from responsibility) of the
Note Trustee and the Seventh Issuer Security Trustee, respectively, and
providing for its indemnification in certain circumstances, including
provisions relieving it from taking enforcement proceedings or, in the case of
the Security Trustee, enforcing the Seventh Issuer Security unless indemnified
to its satisfaction.
The Note Trustee and the Seventh Issuer Security Trustee and their related
companies are entitled to enter into business transactions with the Seventh
Issuer, the Seventh 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 Seventh Issuer Transaction Document or whose obligations are
comprised in the Seventh Issuer Security and/or any of their subsidiary or
associated companies without accounting for any profit resulting therefrom.
Neither the Note Trustee nor the Seventh Issuer Security Trustee will be
responsible for any loss, expense or liability which may be suffered as a
result of any assets comprised in the Seventh 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 Seventh Issuer Security Trustee.
13. Replacement of Seventh Issuer Notes
(A) Definitive Seventh Issuer Notes
If any Definitive Seventh Note is mutilated, defaced, lost, stolen or
destroyed, it may be replaced at the specified office of any Paying Agent.
Replacement of any mutilated, defaced, lost, stolen or destroyed Definitive
Seventh Issuer Note 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 Seventh Issuer, the Registrar, the Principal Paying Agent and the US
Paying Agent (as applicable) may reasonably require. Mutilated or defaced
Definitive Seventh Issuer Notes must be surrendered before new ones will be
issued.
(B) Global Seventh Issuer Notes
If a Global Seventh Issuer Note is lost, stolen, mutilated, defaced or
destroyed, it shall, upon satisfactory evidence of such loss, theft,
mutilation, defacement or destruction being given to the Seventh Issuer and the
Note Trustee, become void and a duly executed and authenticated replacement
Global Seventh Issuer Note will be delivered by the Seventh Issuer to the
registered holder only upon surrender, in the case of mutilation or
defacement, of the relevant Global Seventh Issuer Note.
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Replacement thereof will only be made upon payment of such
costs as may be incurred in connection therewith and on such terms as to
evidence and indemnity as the Seventh Issuer, the Registrar, the Principal
Paying Agent and the US Paying Agent (as applicable) may reasonably require.
14. Notice to Seventh Issuer Noteholders
(A) Publication of Notice
Any notice to Seventh 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 Series 1
Seventh Issuer Notes and/or the Series 2 Seventh Issuer Notes and/or
the Series 3 Class A Seventh 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 newspaper or newspapers as the Note Trustee
shall approve in advance having a general circulation in the United Kingdom and
the US; provided that if, at any time, the Seventh 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 Seventh 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.
While the Seventh Issuer Notes are represented by Global Seventh Issuer Notes,
notices to Seventh Issuer Noteholders will be valid if published as described
above, or, at the option of the Seventh Issuer, if delivered to DTC in the case
of the Dollar Global Seventh Issuer Notes, or to Euroclear and/or Clearstream,
Luxembourg in the case of the Series 3 Reg S Global Seventh Issuer Notes and
the Series 4 Reg S Global Seventh Issuer Notes, for communication by them to
Seventh 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 Seventh Issuer Noteholders or category of them if, in its
opinion, such other method is reasonable having regard to market practice then
prevailing and to the requirements of the stock exchanges or listing
authorities on which the Seventh Issuer Notes are then listed and provided that
notice of such other method is given to the Seventh Issuer Noteholders in such
manner as the Note Trustee shall require.
15. Governing Law and Jurisdiction
The Seventh Issuer Transaction Documents (other than the Seventh Issuer
Underwriting Agreement) and the Seventh 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 Seventh Issuer Notes and the Seventh Issuer Transaction
Documents (other than the Seventh Issuer Underwriting Agreement). The Seventh
Issuer and the other parties to the Seventh Issuer Transaction Documents (other
than the Seventh Issuer Underwriting Agreement) irrevocably submit to the non-
exclusive jurisdiction of the courts of England. The Seventh Issuer
Underwriting Agreement is governed by the laws of the State of New York and the
Seventh Issuer
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and the other parties to the Seventh Issuer Underwriting Agreement irrevocably
agree that any state or federal court in the State of New York will have
exclusive jurisdiction to hear any dispute arising out of the Seventh Issuer
Underwriting Agreement.
16. 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 enters into a new intercompany loan
agreement;
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 person under the Financial Services and Markets Act 2000) are rated
A-1+ by Standard and Poor's, F1+ by Fitch and P-1 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 Seventh Issuer Notes;
DILIGENCE means the process (under Scots Law) by which a creditor attaches the
property of a debtor to implement or secure a court decree or judgment;
FINAL MATURITY DATE means:
(i) in respect of the Series 1 Class A Seventh Issuer Notes, the Interest
Payment Date falling in [April 2004];
(ii) in respect of the Series 2 Class A Seventh Issuer Notes, the Interest
Payment Date falling in [January 2008];
(iii)in respect of the Series 3 Class A Seventh Issuer Notes, the Interest
Payment Date falling in [July 2020];
(iv) in respect of the Series 4 Class A Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
(v) in respect of the Series 1 Class B Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
(vi) in respect of the Series 2 Class B Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
(vii)in respect of the Series 3 Class B Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
(viii)in respect of the Series 4 Class B Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
91
(ix) in respect of the Series 1 Class M Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
(x) in respect of the Series 2 Class M Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
(xi) in respect of the Series 3 Class M Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040]; and
(xii)in respect of the Series 4 Class M Seventh Issuer Notes, the Interest
Payment Date falling in [July 2040];
NON-ASSET TRIGGER EVENT means any of the following events: (a) an Insolvency
Event which occurs in relation to the Seller; (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) the Current Seller Share is equal to or less than
the Minimum Seller Share; or (d) the Outstanding Principal Balance of Loans
constituting the Trust Property falls below (i) {pound-sterling}[21 billion] in
the period from and including the Closing Date to but excluding the Interest
Payment Date in [April; 2004] or (ii) {pound-sterling}[14 billion] in the
period from and including the Interest Payment Date in [April 2004] to but
excluding the Interest Payment Date in [July 2006] or (iii)
{pound-sterling}[2.5 billion] in the period from and including the Interest
Payment Date in [July 2006] to but excluding the Interest Payment Date in [July
2010]. The terms of a Non-Asset Trigger Event may change if Funding enters into
a new intercompany loan agreement;
RATING AGENCIES means Standard & Poor's Ratings Services, a division of The
XxXxxx-Xxxx Companies, Inc., Xxxxx'x Investors Service Limited and Fitch
Ratings Ltd;
REGISTRAR means X.X. Xxxxxx Bank Luxembourg S.A. at 0 Xxx Xxxxxxx, X- 0000,
Xxxxxxxxxx;
SECURITY TRUSTEE means JPMorgan Chase Bank, London Branch (formerly known as
The Chase Manhattan Bank, London Branch) or such other persons and all other
persons for the time being acting as security trustee pursuant to the Funding
Deed of Charge;
SERIES 1 CLASS A SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 1 Class A
Seventh Issuer Notes entered into on or about the Closing Date between the
Series 1 Seventh Issuer Dollar Currency Swap Provider, the Seventh Issuer and
the Seventh Issuer Security Trustee;
SERIES 1 CLASS B SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 1 Class B
Seventh Issuer Notes entered into on or about the Closing Date between the
Series 1 Seventh Issuer Dollar Currency Swap Provider, the Seventh Issuer and
the Seventh Issuer Security Trustee;
SERIES 1 CLASS M SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 1 Class M
Seventh Issuer Notes entered into on or about the Closing Date between the
Series 1 Seventh Issuer Dollar Currency Swap Provider, the Seventh Issuer and
the Seventh Issuer Security Trustee;
SERIES 2 CLASS A SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 2 Class A
Seventh Issuer Notes entered into on or about the Closing Date between the
Series 2 Seventh Issuer Dollar Currency Swap Provider, the Seventh Issuer and
the Seventh Issuer Security Trustee;
SERIES 2 CLASS B SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 2 Class B
Seventh Issuer Notes entered into on or
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about the Closing Date between the Series 2 Seventh Issuer Dollar Currency Swap
Provider, the Seventh Issuer and the Seventh Issuer Security Trustee;
SERIES 2 CLASS M SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 2 Class M
Seventh Issuer Notes entered into on or about the Closing Date between the
Series 2 Seventh Issuer Dollar Currency Swap Provider, the Seventh Issuer and
the Seventh Issuer Security Trustee;
SERIES 3 CLASS A SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 3 Class A
Seventh Issuer Notes entered into on or about the Closing Date between the
Series 3 Class A Seventh Issuer Dollar Currency Swap Provider, the Seventh
Issuer and the Seventh Issuer Security Trustee;
SERIES 4 CLASS A1 SEVENTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 4 Class A1
Seventh Issuer Notes entered into on or about the Closing Date between the
Seventh Issuer Euro Currency Swap Provider, the Seventh Issuer and the Seventh
Issuer Security Trustee;
SERIES 4 CLASS B SEVENTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 4 Class B
Seventh Issuer Notes entered into on or about the Closing Date between the
Seventh Issuer Euro Currency Swap Provider, the Seventh Issuer and the Seventh
Issuer Security Trustee;
SERIES 4 CLASS M SEVENTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 4 Class M
Seventh Issuer Notes entered into on or about the Closing Date between the
Seventh Issuer Euro Currency Swap Provider, the Seventh Issuer and the Seventh
Issuer Security Trustee;
SERIES 1 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class A Seventh Issuer Notes;
SERIES 1 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class B Seventh Issuer Notes;
SERIES 1 CLASS M SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 1 Class M Seventh Issuer Notes;
SERIES 2 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class A Seventh Issuer Notes;
SERIES 2 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class B Seventh Issuer Notes;
SERIES 2 CLASS M SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 2 Class M Seventh Issuer Notes;
SERIES 3 CLASS A SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class A Seventh Issuer Notes;
SERIES 3 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class B Seventh Issuer Notes;
SERIES 3 CLASS M SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 3 Class M Seventh Issuer Notes;
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SERIES 4 CLASS A1 SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class A Seventh Issuer Notes;
SERIES 4 CLASS A2 SIXTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 4 Class A2 Sixth Issuer Notes;
SERIES 4 CLASS B SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class B Seventh Issuer Notes;
Series 4 CLASS M SEVENTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class M Seventh Issuer Notes;
SERIES 1 CLASS A SEVENTH ISSUER NOTES means the $[750,000,000] series 1 class A
asset backed floating rate Seventh Issuer notes due April 2004;
SERIES 1 CLASS B SEVENTH ISSUER NOTES means the [$22,500,000 series 1 class B
asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 1 CLASS M SEVENTH ISSUER NOTES means the [$38,250,000] series 1 class M
asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 2 CLASS A SEVENTH ISSUER NOTES means the [$1, 250,000,000] series 2
class A asset backed floating rate Seventh Issuer notes due January 2008;
SERIES 2 CLASS B SEVENTH ISSUER NOTES means the [$37,500,000] series 2 class B
asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 2 CLASS M SEVENTH ISSUER NOTES means the [$63,750,000 series 2 class M
asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 3 CLASS A SEVENTH ISSUER NOTES means the [$500,000,000] series 3 class A
asset backed floating rate Seventh Issuer notes due July 2020;
SERIES 3 CLASS B SEVENTH ISSUER NOTES means the [{pound-sterling}15,000,000]
series 3 class B asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 3 CLASS M SEVENTH ISSUER NOTES means the [{pound-sterling}20,000, 000
series 3 class Masset backed floating rate Seventh Issuer notes due July 2040;
SERIES 4 CLASS A1 SEVENTH ISSUER NOTES means the [{pound-sterling}650,000,000]
series 4 class A asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 4 CLASS A2 SIXTH ISSUER NOTES means the [{pound-sterling}250,000,000]
series 4 class A2 asset backed floating rate Sixth Issuer notes due July 2040;
SERIES 4 CLASS B SEVENTH ISSUER NOTES means the [{pound-sterling}41,000,000]
series 4 class B asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 4 CLASS M SEVENTH ISSUER NOTES means the [{pound-sterling}56,000,000]
series 4 class M asset backed floating rate Seventh Issuer notes due July 2040;
SERIES 1 SEVENTH ISSUER NOTES means collectively the Series 1 Class A Seventh
Issuer Notes, the Series 1 Class B Seventh Issuer Notes and the Series 1 Class
M Seventh Issuer Notes;
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SERIES 2 SEVENTH ISSUER NOTES means collectively the Series 2 Class A Seventh
Issuer Notes, the Series 2 Class B Seventh Issuer Notes and the Series 2 Class
M Seventh Issuer Notes;
SERIES 3 SEVENTH ISSUER NOTES means collectively the Series 3 Class A Issuer
Notes, the Series 3 Class B Seventh Issuer Notes and the Series 3 Class M
Seventh Issuer Notes;
SERIES 4 SEVENTH ISSUER NOTES means collectively the Series 4 Class A1 Seventh
Issuer Notes, the Series 4 Class A2 Seventh Issuer Notes, the Series 4 Class B
Seventh Issuer Notes and the Series 4 Class M Seventh Issuer Notes;
SEVENTH ISSUER DOLLAR CURRENCY SWAP AGREEMENTS means collectively the Series 1
Class A Seventh Issuer Dollar Currency Swap Agreement, the Series 1 Class B
Seventh Issuer Dollar Currency Swap Agreement, the Series 1 Class M Seventh
Issuer Dollar Currency Swap Agreement, the Series 2 Class A Seventh Issuer
Dollar Currency Swap Agreement, the Series 2 Class B Seventh Issuer Dollar
Currency Swap Agreement, the Series 2 Class M Seventh Issuer Dollar Currency
Swap Agreement and the Series 3 Class A Seventh Issuer Dollar Currency Swap
Agreement;
SEVENTH ISSUER DOLLAR CURRENCY SWAP PROVIDERS means {circle} and {circle} or
such other dollar currency swap providers appointed from time to time in
relation to the Series 1 Seventh Issuer Notes and/or the Series 2 Seventh
Issuer Notes and/or the Series 3 Class A Seventh Issuer Notes, in accordance
with the terms of the Seventh Issuer Transaction Documents;
SEVENTH ISSUER DOLLAR CURRENCY SWAP RATES means the rates at which Dollars are
converted to Sterling or, as the case may be, Sterling is converted to Dollars
pursuant to, as applicable, the Series 1 Class A Seventh Issuer Dollar Currency
Swap Agreement, the Series 1 Class B Seventh Issuer Dollar Currency Swap
Agreement, the Series 1 Class M Seventh Issuer Dollar Currency Swap Agreement,
the Series 2 Class A Seventh Issuer Dollar Currency Swap Agreement, the Series
2 Class B Seventh Issuer Dollar Currency Swap Agreement, the Series 2 Class M
Seventh Issuer Dollar Currency Swap Agreement and the Series 3 Class A Seventh
Issuer Dollar Currency Swap Agreement (in each case, as applicable) or, if
there is no relevant Seventh Issuer Dollar Currency Swap Agreement 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;
SEVENTH ISSUER EURO CURRENCY SWAP AGREEMENTS means collectively the Series 4
Class A1 Seventh Issuer Euro Currency Swap Agreement, the Series 4 Class B
Seventh Issuer Euro Currency Swap Agreement and the Series 4 Class M Seventh
Issuer Euro Currency Swap Agreement;
SEVENTH ISSUER EURO CURRENCY SWAP PROVIDER means {circle} or such other euro
currency swap provider appointed from time to time in relation to the Series 4
Class A1 Seventh Issuer Notes, the Series 4 Class B Seventh Issuer Notes or the
Series 4 Class M Seventh Issuer Notes (or any class of them, as the context
shall require), in accordance with the terms of the Seventh Issuer Transaction
Documents;
SEVENTH ISSUER EURO CURRENCY SWAP RATES means the rates at which Euro are
converted to Sterling or, as the case may be, Sterling is converted to Euro
pursuant to the Series 4 Class A1 Seventh Issuer Euro Currency Swap Agreement,
the Series 4 Class B Seventh Issuer Euro Currency Swap Agreement and the Series
4 Class M Seventh Issuer Euro Currency Swap Agreement (in each case, as
applicable) or, if there is no relevant Seventh Issuer Euro Currency Swap
Agreement 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;
SEVENTH ISSUER NOTEHOLDERS means the holders for the time being of the Seventh
Issuer Notes;
SEVENTH ISSUER NOTES means the Class A Seventh Issuer Notes, the Class B
Seventh Issuer Notes and the Class M Seventh Issuer Notes;
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SEVENTH ISSUER REVENUE RECEIPTS means on an Interest Payment Date, the sum of:
(a) interest paid by Funding on the relevant Interest Payment Date in respect
of the Seventh Issuer Term Advances under the terms of the Seventh Issuer
Intercompany Loan Agreement; (b) fees to be paid by Funding on the relevant
Interest Payment Date under the terms of the Seventh Issuer Intercompany Loan
Agreement; (c) interest payable on the Seventh Issuer Bank Accounts and any
Authorised Investments made with funds standing to the credit of the Seventh
Issuer Bank Accounts in each case which will be received on or before the
relevant Interest Payment Date; and (d) other net income of the Seventh Issuer
including amounts received or to be received under the Seventh Issuer Swap
Agreements;
SEVENTH ISSUER SWAP AGREEMENTS means the Seventh Issuer Dollar Currency Swap
Agreements and the Seventh Issuer Euro Currency Swap Agreements;
SEVENTH ISSUER TRANSACTION ACCOUNTS means the Sterling account in the name of
the Seventh Issuer held with Abbey National and the Dollar and Euro accounts in
the name of the Seventh Issuer held with Citibank, N.A., London Branch
designated as such (or such other accounts at such other banks as may become a
Seventh Issuer Transaction Account in accordance with the Seventh Issuer
Transaction Documents);
SEVENTH ISSUER TRANSACTION DOCUMENTS means the Mortgage Sale Agreement, the
Servicing Agreement, the Mortgages Trust Deed, the Cash Management Agreement,
the Seventh Issuer Corporate Services Agreement, the Seventh Issuer
Intercompany Loan Agreement, the Funding Deed of Charge, the Fifth Deed of
Accession, the Funding Guaranteed Investment Contract, the Mortgages Trustee
Guaranteed Investment Contract, the Bank Account Agreement, the Seventh Issuer
Bank Account Agreement, the Seventh Issuer Deed of Charge, the Seventh Issuer
Trust Deed, the Seventh Issuer Paying Agent and Agent Bank Agreement, the
Seventh Issuer Cash Management Agreement, the Seventh Issuer Post Enforcement
Call Option Agreement, the Seventh Start-up Loan Agreement, the Seventh Issuer
Swap Agreements, the Seventh Issuer Underwriting Agreement, the Seventh Issuer
Subscription Agreement, the Funding Swap Agreement, and such other related
documents which are referred to in the terms of the above documents or which
relate to the issue of the Seventh Issuer Notes;
TRANSACTION DOCUMENTS means the Seventh Issuer Transaction Documents, those
documents to which Xxxxxx Financing (No. 1) PLC is a party in relation to the
notes issued by Xxxxxx Financing (No. 1) PLC on 26th July, 2000, those
documents to which Xxxxxx Xxxxxxxxx (No. 2) PLC is a party in relation to the
notes issued by Xxxxxx Xxxxxxxxx (No. 2) PLC on 29th November, 2000, those
documents to which Xxxxxx Financing (No. 3) PLC is a party in relation to the
notes issued by Xxxxxx Xxxxxxxxx (No. 3) PLC on 23rd May, 2001, those documents
to which Xxxxxx Financing (No. 4) PLC is a party in relation to the notes
issued by Xxxxxx Xxxxxxxxx (No. 4) PLC on 5th July, 2001 and those documents to
which Xxxxxx Xxxxxxxxx (No.5) PLC is a party in relation to the notes issued by
Xxxxxx Financing (No.5) on 8th November, 2001 and those documents to which
Xxxxxx Financing (No. 6) PLC is a party to in relation to the notes issued by
Xxxxxx Xxxxxxxxx (No. 6) on 7th November, 2002;
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 Seventh Issuer Notes or of Seventh Issuer
Noteholders shall be a reference to the class of any of the Series 1 Seventh
Issuer Notes, the Series 2 Seventh Issuer Notes, the Series 3 Seventh Issuer
Notes or the Series 4 Seventh Issuer Notes as the context requires. Any
reference to a SERIES of Seventh Issuer Notes shall be a reference, as the
context requires, to the Series 1 Seventh Issuer Notes, the Series 2 Seventh
Issuer Notes, the Series 3 Seventh Issuer Notes or the Series 4 Seventh 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 Seventh Issuer Notes (represented
by a Global Seventh Issuer Note and not being Seventh 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 will
Seventh Issuer Notes cease to be so held until the first to
occur of:
(1) the conclusion of the meeting specified in such
certificate or, if applicable, of any adjourned such
meeting; and
(2) 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 Seventh 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 Seventh Issuer Notes (represented by a
Global Seventh Issuer Note and not being Seventh 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 Seventh Issuer Notes will cease to be so held until the
first to occur of:
(1) the conclusion of the meeting specified in such
document or, if applicable, of any adjourned such
meeting; and
(2) 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
Seventh Issuer Note which is to be released or (as the
case may require) the Seventh Issuer Note or Seventh
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
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Agent to the Seventh Issuer in accordance with paragraph 17
hereof of the necessary amendment to the block voting
instruction;
(b) it is certified that each holder of such Seventh Issuer
Notes has instructed such Paying Agent that the vote(s)
attributable to the Seventh Issuer Note or Seventh 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 Seventh 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 Seventh
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) SEVENTH ISSUER NOTES and NOTEHOLDERS shall mean:
98
(a) in connection with a single meeting of Class A Noteholders,
Class A Seventh Issuer Notes and Class A Noteholders,
respectively;
(b) in connection with a meeting of Class B Noteholders, Class B
Seventh Issuer Notes and Class B Noteholders respectively;
and
(c) in connection with a meeting of Class M Noteholders, Class M
Seventh Issuer Notes and Class M Noteholders respectively;
and
(B) A holder of a Seventh Issuer Note represented by a Global Seventh
Issuer Note may obtain a voting certificate in respect of such Seventh
Issuer Note from a Paying Agent or require a Paying Agent to issue a
block voting instruction in respect of such Seventh Issuer Note or by
such Seventh 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 Seventh 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 Seventh Issuer Notes.
(C) (i) A holder of Definitive Seventh 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 Seventh 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
Seventh Issuer Notes to which such appointment relates and the
holder of the Definitive Seventh Issuer Notes shall be deemed for
such purposes not to be the holder.
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2. The Seventh Issuer or the Note Trustee may at any time and the Seventh
Issuer shall upon a requisition in writing signed by the holders of not
less than one-tenth in principal amount of the Seventh Issuer Notes for the
time being outstanding convene a meeting of the Noteholders and if the
Seventh 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 (i) Seventh Issuer Notes represented by a
Global Seventh 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 (ii) the holders of Definitive
Seventh 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 Seventh Issuer (unless the meeting is
convened by the Seventh 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 Seventh 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. At any such meeting one or more persons present holding Seventh 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 Seventh 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 Seventh 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 Seventh Issuer
Notes (or, at any adjourned meeting, two or more persons being or
representing Noteholders whatever the aggregate Principal Amount
Outstanding of the Seventh 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:
(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
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payment in respect of any principal, premium or interest in respect of
the Seventh Issuer Notes;
(B) alteration of the currency in which payments under the Seventh 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 Seventh 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 Seventh 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 Seventh
Issuer Notes or voting certificates or being proxies or representatives
(whatever the principal amount of the Seventh 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 Seventh 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 Seventh 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 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.
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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 Seventh Issuer, the
Note Trustee or any person present holding a Definitive Seventh Issuer Note
or a voting certificate or being a proxy or representative (whatever the
principal amount of the Seventh 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 Seventh Issuer Trust Deed and any
director or officer of the Seventh 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 Seventh Issuer Trust Deed unless he either produces Seventh Issuer
Note(s) or a voting certificate or is a proxy or a representative or is the
holder of a Definitive Seventh Issuer Note or Definitive Seventh Issuer
Notes. No person shall be entitled to vote at any meeting in respect of
Seventh Issuer Notes held by, for the benefit of, or on behalf of, the
Seventh 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 Seventh 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 Seventh Issuer Notes or is a
proxy or representative shall have one vote; and
(B) on a poll every person who is so present shall have one vote in
respect of each {pound-sterling}1 (or such other amount as the Note
Trustee may in its absolute discretion stipulate) in principal amount
of the Seventh Issuer Notes represented by the voting certificate so
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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
Seventh Issuer Note from the holder thereof by the Seventh 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 Seventh Issuer Trust
Deed, 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 Seventh 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 Seventh 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 Seventh Issuer Trust Deed, any other
Transaction Document or otherwise;
(C) power to assent to any modification of the provisions of the
Conditions, the Seventh Issuer Trust Deed or any other Transaction
Document which shall be proposed by the Seventh Issuer, the Note
Trustee, or any Noteholder or any other person;
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(D) power to give any authority or sanction which under the provisions of
the Conditions or the Seventh 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 Seventh
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 Seventh 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 Seventh Issuer Notes for or the conversion of the Seventh Issuer
Notes into or the cancellation of the Seventh Issuer Notes in
consideration of shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or notes of the Seventh 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 Seventh Issuer Notes held by them in favour
of the persons with or to whom the Seventh Issuer Notes are to be
exchanged or sold respectively,
PROVIDED THAT:
(i) no Extraordinary Resolution of the Class A Noteholders or the Class B
Noteholders to sanction a modification of the Conditions, the Seventh
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 Seventh Issuer Trust Deed or any of
the other Transaction Documents shall be effective for any purpose
unless either:
(a) the Note Trustee or the Security Trustee (as the case may be) 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 Noteholders) the Class B Noteholders and the Class M
Noteholders or (in the case of an Extraordinary Resolution of the
Class B Noteholders) the Class M Noteholders; or
(b) it shall have been sanctioned by an Extraordinary Resolution of
(in the case of an Extraordinary Resolution of the Class A
Noteholders) the Class B Noteholders and the Class M Noteholders
or (in the case of an Extraordinary Resolution of the Class B
Noteholders) the Class M Noteholders;
(ii) no Extraordinary Resolution of the Class B Noteholders shall be
effective for any purpose while any Class A Seventh Issuer Notes
remain outstanding unless either (aa)
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the Note Trustee is of the opinion that it will not be materially
prejudicial to the interests of the Class A Noteholders or (bb) it is
sanctioned by an Extraordinary Resolution of the Class A Noteholders;
and
19. Subject to the provisos to paragraph 18 any resolution passed at a meeting
of the Noteholders duly convened and held in accordance with the Seventh
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 Seventh 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 Seventh
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class A Seventh 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
Seventh 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 Seventh
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
A Seventh Issuer Notes.
(C) A resolution which in the opinion of the Note Trustee affects the
interests of the holders of any two or more of the Class A Seventh
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 Seventh
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 Seventh Issuer Notes, it shall be duly passed
at separate meetings of the holders of such two or more of the Class A
Seventh Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class A Seventh Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding of
any Class A Seventh Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rates and
the Principal Amount Outstanding of any Class A Seventh Issuer Note
denominated in euro shall be converted into sterling at the relevant
Euro Currency Swap Rates.
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 Seventh
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class B Seventh 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
Seventh 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 Seventh
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 Seventh Issuer Notes.
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(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
Seventh 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 Seventh 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 Seventh Issuer Notes, it shall be
duly passed at separate meetings of the holders of such two or more
classes of the Class B Seventh Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class B Seventh Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding of
any Class B Seventh Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rates and
the Principal Amount Outstanding of any Class A Seventh Issuer Note
denominated in euro shall be converted into sterling at the relevant
Euro Currency Swap Rates.
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 M Seventh
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class M Seventh 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 M
Seventh Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more classes of the Class M Seventh
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
M Seventh 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 M
Seventh 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
M Seventh 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 M Seventh Issuer Notes, it shall be
duly passed at separate meetings of the holders of such two or more
classes of the Class M Seventh Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class M Seventh Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding of
any Class M Seventh Issuer Note denominated in dollars shall be
converted into sterling at the relevant Dollar Currency Swap Rates and
the Principal Amount Outstanding of any Class M Seventh Issuer Note
denominated in euro shall be converted into sterling at the relevant
Euro Currency Swap Rates.
23. The expression "Extraordinary Resolution" when used in the Seventh Issuer
Trust Deed means (a) a resolution passed at a meeting of the Noteholders
duly convened and held in accordance with the provisions of this 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,
which resolution in writing may be
106
contained in one document or in several documents in like form each signed
by or on behalf of one or more of the Noteholders.
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 Seventh 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 Seventh Issuer Trust Deed the Note
Trustee may without the consent of the Seventh 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.
DATED {circle}, 2003
XXXXXX FINANCING (NO. 7) PLC
and
THE BANK OF NEW YORK
SEVENTH ISSUER TRUST DEED
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