Exhibit 4.11
EXECUTION COPY
MASTER ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT
17 OCTOBER 2006
PERMANENT MASTER ISSUER PLC
(as Master Issuer)
and
PERMANENT PECOH LIMITED
(as Master Issuer Post-Enforcement Call Option Holder)
and
THE BANK OF NEW YORK
(as Master Issuer Security Trustee and Note Trustee)
XXXXX & XXXXX
XXXXX & XXXXX LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................1
2. Option.................................................................1
3. Consideration..........................................................2
4. Acknowledgement........................................................2
5. Assignment.............................................................2
6. Notices................................................................2
7. Exclusion of Third Party Rights........................................3
8. Counterparts...........................................................3
9. Governing Law..........................................................3
10. Submission to Jurisdiction............................................3
Signatories...................................................................5
THIS MASTER ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT is made on 17 October
2006
BETWEEN:
(1) PERMANENT MASTER ISSUER PLC (registered number 5922774), a public
limited company incorporated under the laws of England and Wales whose
registered office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (xxx
MASTER ISSUER);
(2) PERMANENT PECOH LIMITED (registered number 4267666), a private limited
company incorporated under the laws of England and Wales whose
registered office is at 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (xxx
MASTER ISSUER POST-ENFORCEMENT CALL OPTION HOLDER);
(3) THE BANK OF NEW YORK, a New York banking corporation, acting through
its offices at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (acting in
its capacity as MASTER ISSUER SECURITY TRUSTEE); and
(4) THE BANK OF NEW YORK, a New York banking corporation, acting through
its offices at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (acting in
its capacity as NOTE TRUSTEE).
IT IS HEREBY AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
The amended and restated master definitions and construction schedule
signed by, amongst others, the parties to this Agreement and dated 17
October 2006 (as the same may be amended, varied or supplemented from
time to time with the consent of the parties to this Agreement) (the
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) and the master issuer
master definitions and construction schedule, signed for the purposes of
identification by Xxxxx & Overy LLP and Sidley Austin on 17 October 2006
(as the same may be amended, varied or supplemented from time to time
with the consent of the parties to this Agreement) (the MASTER ISSUER
MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are expressly and
specifically incorporated into this Agreement and, accordingly, the
expressions defined in the Master Definitions and Construction Schedule
and the Master Issuer Master Definitions and Construction Schedule
shall, except where the context otherwise requires and save where
otherwise defined herein, have the same meanings in this Agreement and
this Agreement shall be construed in accordance with the interpretation
provisions set out in clause 2 of the Master Definitions and
Construction Schedule and the Master Issuer Master Definitions and
Construction Schedule.
2. OPTION
2.1 In the event that the Master Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Notes under the
Master 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 Notes and all other claims
ranking pari passu therewith, the Noteholders shall, upon the Master
Issuer Security having been enforced and realised to the maximum
possible extent as certified by the Master Issuer Security Trustee, be
forthwith entitled to their respective shares of such remaining proceeds
(as determined in accordance with the provisions of the Master Issuer
Deed of Charge), and the date upon which payment to each Noteholder is
made shall be called the OPTION EXERCISE DATE.
2.2 The Note Trustee hereby grants, and the Master Issuer hereby
acknowledges, an option (the OPTION), under which the Note Trustee has
no personal liability, exercisable by the Master Issuer
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Post-Enforcement Call Option Holder (or by any designated subsidiary of
the Master Issuer Post-Enforcement Call Option Holder, to be designated
by notice from the Master Issuer Post-Enforcement Call Option Holder to
the Note Trustee and the Master Issuer Security Trustee at the
discretion of the Master Issuer Post-Enforcement Call Option Holder (the
DESIGNATED SUBSIDIARY)) permitting the Master Issuer Post-Enforcement
Call Option Holder (or any Designated Subsidiary) to acquire at any time
on or after the Option Exercise Date all (but not some only) of the
Notes outstanding as at the Option Exercise Date, together with accrued
interest thereon.
2.3 The Option shall be exercised by the Master Issuer Post-Enforcement Call
Option Holder (or the Designated Subsidiary) by notice from the Master
Issuer Post-Enforcement Call Option Holder (or the Designated
Subsidiary) to the Note Trustee, the Master Issuer Security Trustee and
the Noteholders in accordance with Condition 14.
2.4 The Master Issuer Post-Enforcement Call Option Holder (or the Designated
Subsidiary) hereby undertakes the Master Issuer that following the
exercise of the Option it will not release the debt, or write down the
debt created by the Option.
3. CONSIDERATION
The Master Issuer Post-Enforcement Call Option Holder (or the Designated
Subsidiary) shall pay to the Noteholders in respect of the exercise of
the Option, the sum of one xxxxx xxxxxxxx (in the case of Sterling
Notes), one euro cent (in the case of Euro Notes), one dollar cent (in
the case of US Dollar Notes) or the lowest denomination of the Specified
Currency (in the case of Notes other than US Dollar Notes, Euro Notes or
Sterling Notes) (as appropriate) in respect of each Note then
outstanding.
4. ACKNOWLEDGEMENT
Each of the Master Issuer Security Trustee and Note Trustee acknowledges
that the Notes are to be issued subject to the Option and the Note
Trustee hereby grants the Option but does so entirely without warranty,
responsibility or liability as to its effectiveness or otherwise on the
part of the Note Trustee to the Noteholders or any other person. In
accordance with the Conditions, each of the relevant Noteholders, by
subscribing for or purchasing Notes, shall, upon subscription or
purchase, be deemed to have agreed to be bound by and, to the extent
necessary, to have ratified the granting of the Option.
5. ASSIGNMENT
The Master Issuer Post-Enforcement Call Option Holder may at any time
novate, assign or transfer all or any part of its rights and/or
obligations under this Agreement to a company that is not connected with
the Master Issuer for the purposes of section 87 of the Finance Xxx 0000
and which (a) has sufficient funds to enable it to fulfil the
obligations of the Master Issuer Post-Enforcement Call Option Holder in
respect of this Agreement and (b) agrees to enter into an agreement with
the Master Issuer, the Master Issuer Security Trustee and the Note
Trustee in substantially the same form as this Agreement, but as if this
Clause 5 (Assignment) did not form part of this Agreement, and the Note
Trustee hereby consents to any such novation, assignment or transfer.
6. NOTICES
Save as otherwise provided herein, any notices to be given pursuant to
this Agreement to any of the parties hereto shall be sufficiently served
if sent by prepaid first class post, by hand or facsimile transmission
and shall be deemed to be given (in the case of facsimile transmission)
when despatched, (where delivered by hand) on the day of delivery if
delivered before 5:00 p.m. on a London Business Day or on the next
London Business Day if delivered thereafter or on a day which
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is not a London Business Day or (in the case of first class post) when
it would be received in the ordinary course of the post and shall be
sent:
(a) in the case of the Master Issuer to: Permanent Master Issuer
PLC, 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number +44
(0)00 0000 0000) for the attention of the Secretary, with a copy
to HBOS Treasury Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X
0XX (facsimile number x00 (0)00 0000 0000) for the attention of
the Head of Mortgage Securitisation and Covered Bonds;
(b) in the case of the Master Issuer Post-Enforcement Call Option
Holder to: Permanent PECOH Limited, 00 Xxxxx Xx. Xxxxx'x, Xxxxxx
XX0X 0XX (facsimile number x00 (0)00 0000 0000) for the
attention of the Secretary, with a copy to HBOS Treasury
Services plc, 00 Xxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile
number x00 (0)00 0000 0000) for the attention of the Head of
Mortgage Securitisation and Covered Bonds;
(c) in the case of the Master Issuer Security Trustee to: The Bank
of New York, 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
(facsimile number x00 (0)00 0000 0000) for the attention of
Global Structured Finance - Corporate Trust; and
(d) in the case of the Note Trustee to: The Bank of New York, 00xx
Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (facsimile number +44
(0)00 0000 0000) for the attention of Global Structured Finance
- Corporate Trust,
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by any
party to the others by written notice in accordance with the provisions
of this Clause 6.
7. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this
Agreement, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
8. COUNTERPARTS
This Agreement may be executed in any number of counterparts, and by the
parties on separate counterparts, but shall not be effective until each
party has executed at least one counterpart. Each counterpart shall
constitute an original of this Agreement, but all the counterparts shall
together constitute but one and the same instrument.
9. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with,
the laws of England and Wales.
10. SUBMISSION TO JURISDICTION
Each party to this Agreement hereby irrevocably submits to the exclusive
jurisdiction of the English courts in any action or proceeding arising
out of or relating to this Agreement, and hereby irrevocably agrees that
all claims in respect of such action or proceeding may be heard and
determined by such courts. Each party to this Agreement hereby
irrevocably waives, to the fullest extent it may possibly do so, any
defence or claim that the English courts are an inconvenient forum for
the maintenance or hearing of such action or proceeding.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first before written.
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SIGNATORIES
MASTER ISSUER
SIGNED by ) /s/ Xxxxxxx Xxxxxxx
for and on behalf of )
PERMANENT MASTER ISSUER PLC )
MASTER ISSUER POST-ENFORCEMENT CALL OPTION HOLDER
SIGNED by ) /s/ Xxxxxxx Xxxxxxx
for and on behalf of )
PERMANENT PECOH LIMITED )
MASTER ISSUER SECURITY TRUSTEE
SIGNED by ) /s/ Xxxx Xxxxxxx
for and on behalf of )
THE BANK OF NEW YORK )
NOTE TRUSTEE
SIGNED by ) /s/ Xxxx Xxxxxxx
for and on behalf of )
THE BANK OF NEW YORK )
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