DRAFT
EIGHTH ISSUER TRUST DEED
DATED [{circle} APRIL], 2004
BETWEEN
XXXXXX FINANCING (NO.8) PLC
AND
THE BANK OF NEW YORK
[US$1,850,000,000] SERIES 1 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE [APRIL 2005]
[US$62,900,000] SERIES 1 CLASS B FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[US$107,300,000] SERIES 1 CLASS C FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[US$1,500,000,000] SERIES 2 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE [APRIL 2011]
[US$51,000,000] SERIES 2 CLASS B FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[US$87,000,000] SERIES 2 CLASS C FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[E990,000,000] SERIES 3 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE [APRIL 2020]
[E34,000,000] SERIES 3 CLASS B FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[E57,500,000] SERIES 3 CLASS C FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[{pound-sterling}500,000,000] SERIES 4 CLASS A1 FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[US$500,000,000] SERIES 4 CLASS A2 FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[{pound-sterling}26,300,000] SERIES 4 CLASS B FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
[{pound-sterling}44,800,000] SERIES 4 CLASS C FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
XXXXX & XXXXX
LONDON
CONTENTS
CLAUSE PAGE
1. Definitions.......................................................... 2
2. Covenant to Repay and to pay Interest on Eighth Issuer Notes......... 3
3. Form and Issue of Eighth Issuer Notes................................ 6
4. Replacement of Eighth Issuer Notes................................... 8
5. Register, Transfer and Exchange of Eighth Issuer Notes............... 9
6. Fees, Duties and Taxes............................................... 11
7. Covenant of Compliance............................................... 11
8. Cancellation of Eighth Issuer Notes and Records...................... 12
9. Enforcement.......................................................... 12
10. Proceedings, Actions and Indemnification............................. 13
11. Discharge of Payment................................................. 14
12. Partial Payments..................................................... 14
13. Covenants by the Eighth 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 Eighth 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.............................................................. 32
25. Rights of Third Parties.............................................. 33
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 Eighth Issuer Notes................................. 37
Part 1A Series 1 Class A Global Eighth Issuer Note................. 37
Part 1B Series 1 Class A Global Eighth Issuer Note................. 43
Part 1C Series 1 Class A Global Eighth Issuer Note................. 48
Part 1D Series 1 Class A Global Eighth Issuer Note................. 53
Part 2 Series 1 Class B Global Eighth Issuer Note................. 58
Part 3 Series 1 Class C Global Eighth Issuer Note................. 63
Part 4A Series 2 Class A Global Eighth Issuer Note................. 68
Part 4B Series 2 Class A Global Eighth Issuer Note................. 73
Part 4C Series 2 Class A Global Eighth Issuer Note................. 78
Part 5 Series 2 Class B Global Eighth Issuer Note................. 83
Part 6 Series 2 Class M Global Eighth Issuer Note................. 88
Part 7 Series 3 Class A Global Eighth Issuer Note................. 93
Part 8 Series 3 Class B Global Eighth Issuer Note................. 98
Part 9 Series 3 Class C Global Eighth Issuer Note................. 103
Part 10 Series 4 Class A1 Global Eighth Issuer Note................ 109
Part 11 Series 4 Class A2 Global Eighth Issuer Note................ 114
Part 12 Series 4 Class B Global Eighth Issuer Note................. 119
Part 13 Series 4 Class C Global Eighth Issuer Note................. 125
THIS EIGHTH ISSUER TRUST DEED is made on [{circle} April], 2004
BETWEEN:
(1) XXXXXX FINANCING (NO. 8) PLC (registered in England and Wales No.
4992222) whose registered office is at Abbey National House, 0 Xxxxxx
Xxxxxx, Xxxxxx'x Xxxxx, Xxxxxx XX0 0XX (the EIGHTH 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 Eighth
Issuer passed on [{circle}], 2004 the Eighth Issuer has resolved to issue
[US$1,850,000,000] Series 1 Class A Floating Rate Eighth Issuer Notes due
[April 2005] (the SERIES 1 CLASS A EIGHTH ISSUER NOTES), [US$51,000,000]
Series 1 Class B Floating Rate Eighth Issuer Notes due [July 2040] (the
SERIES 1 CLASS B EIGHTH ISSUER NOTES), [US$62,900,000] Series 1 Class C
Floating Rate Eighth Issuer Notes due [July 2040] (the SERIES 1 CLASS C
EIGHTH ISSUER NOTES and together with the Series 1 Class A Eighth Issuer
Notes and the Series 1 Class B Eighth Issuer Notes, the SERIES 1 EIGHTH
ISSUER NOTES), [US$1,350,000,000] Series 2 Class A Floating Rate Eighth
Issuer Notes due [{circle}] (the SERIES 2 CLASS A EIGHTH ISSUER NOTES),
[US$45,900,000] Series 2 Class B Floating Rate Eighth Issuer Notes due
[July 2040] (the SERIES 2 CLASS B EIGHTH ISSUER NOTES), [US$78,300,000]
Series 2 Class C Floating Rate Eighth Issuer Notes due [July 2040] (the
SERIES 2 CLASS C EIGHTH ISSUER NOTES and together with the Series 2 Class
A Eighth Issuer Notes and the Series 2 Class B Eighth Issuer Notes, the
SERIES 2 EIGHTH ISSUER NOTES), [e500,000,000] Series 3 Class A Floating
Rate Eighth Issuer Notes due [April 2020] (the SERIES 3 CLASS A EIGHTH
ISSUER NOTES), [e17,000,000] Series 3 Class B Floating Rate Eighth Issuer
Notes due [July 2040] (the SERIES 3 CLASS B EIGHTH ISSUER NOTES) and
[e29,000,000] Series 3 Class C Floating Rate Notes due [July 2040] (the
SERIES 3 CLASS C EIGHTH ISSUER NOTES and together with the Series 3 Class
A Eighth Issuer Notes and the Series 3 Class B Eighth Issuer Notes, the
SERIES 3 EIGHTH ISSUER NOTES), [US$500,000,000] Series 4 Class A1
Floating Rate Eighth Issuer Notes due [July 2040] (the SERIES 4 CLASS A1
EIGHTH ISSUER NOTES), [{pound-sterling}{circle}] Series 4 Class A2
Floating Rate Eighth Issuer Notes due [July 2040] (the SERIES 4 CLASS A2
EIGHTH ISSUER NOTES and together with the Series 4 Class A1 Eighth Issuer
Notes, the SERIES 4 CLASS A EIGHTH ISSUER NOTES), [e13,873,563] Series 4
Class B Floating Rate Eighth Issuer Notes due [July 2040] (the SERIES 4
CLASS B EIGHTH ISSUER NOTES), [e23,666,667] Series 4 Class M Floating
Rate Eighth Issuer Notes due [July 2040] (the SERIES 4 CLASS C EIGHTH
ISSUER NOTES and together with the Series 4 Class A1 Eighth Issuer Notes,
the Series 4 Class A2 Eighth Issuer Notes and the Series 4 Class B Eighth
Issuer Notes the SERIES 4 EIGHTH ISSUER NOTES). The Series 1 Class A
Eighth Issuer Notes, together with the Series 2 Class A Eighth Issuer
Notes, the Series 3 Class A Eighth Issuer Notes, the Series 4 Class A1
Eighth Issuer Notes and the Series 4 Class A2 Eighth Issuer Notes
constitute the CLASS A EIGHTH ISSUER NOTES, the Series 1 Class B Eighth
Issuer Notes, the Series 2 Class B Eighth Issuer Notes, the Series 3
Class B Eighth Issuer Notes and the Series 4 Class B Eighth Issuer Notes
constitute the CLASS B EIGHTH ISSUER NOTES, the Series 1 Class C Eighth
Issuer Notes, the Series 2 Class C Eighth Issuer Notes, the Series 3
Class C Eighth Issuer Notes and the Series 4 Class C Eighth Issuer Notes
constitute the CLASS C EIGHTH ISSUER NOTES, the Class A Eighth Issuer
Notes, the Class B Eighth Issuer Notes and the Class M Eighth Issuer
Notes being together referred to as the EIGHTH ISSUER
1
NOTES. The Eighth Issuer Notes are hereby constituted and secured by the
Eighth 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 EIGHTH 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 Eighth Issuer Master Definitions and Construction Schedule, both
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx
and May on [{circle} April], 2004 (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 Eighth 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
Eighth Issuer Master Definitions and Construction Schedule. In the event
of a conflict between the Amended and Restated Master Definitions and
Construction Schedule and the Eighth Issuer Master Definitions and
Construction Schedule, the Eighth 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 Eighth Issuer Notes or to any
monies payable by the Eighth 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
Eighth Issuer Notes, the Conditions, the Schedules hereto, any
deed expressed to be supplemental hereto or thereto and the
schedules (if any) and the Eighth 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.
2
(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
Eighth Issuer shall be deemed to include references to proving in
the winding up of the Eighth 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 EIGHTH ISSUER NOTES
2.1 The aggregate principal amount of:
(a) the Series 1 Class A Eighth Issuer Notes is limited to
[US$1,850,000,000];
(b) the Series 1 Class B Eighth Issuer Notes is limited to
[US$62,900,000];
(c) the Series 1 Class C Eighth Issuer Notes is limited to
[US$107,300,00];
(d) the Series 2 Class A Eighth Issuer Notes is limited to
[US$1,500,000,000];
(e) the Series 2 Class B Eighth Issuer Notes is limited to
[US$51,000,000];
(f) the Series 2 Class C Eighth Issuer Notes is limited to
[US$87,000,000];
(g) the Series 3 Class A Eighth Issuer Notes is limited to
[e990,000,000];
(h) the Series 3 Class B Eighth Issuer Notes is limited to
[e34,000,000];
(i) the Series 3 Class C Eighth Issuer Notes is limited to
[e57,500,000];
(j) the Series 4 Class A1 Eighth Issuer Notes is limited to
[{pound-sterling}500,000,000];
(k) the Series 4 Class A2 Eighth Issuer Notes is limited to
[US$500,000,000];
(l) the Series 4 Class B Eighth Issuer Notes is limited to
[{pound-sterling}26,300,000]; and
(m) the Series 4 Class C Eighth Issuer Notes is limited to
[{pound-sterling}44,800,000].
3
2.2 The Eighth Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity of
the Eighth 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 Eighth Issuer Notes repayable on that date and
shall in the meantime and until the due date for the final maturity of
the Eighth 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 Eighth 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 Eighth
Issuer Notes to or to the account of the Principal Paying Agent,
in the manner provided in the Eighth Issuer Paying Agent and Agent
Bank Agreement shall operate in satisfaction pro tanto of the
relative covenant by the Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note, payment
of the full amount (including interest as aforesaid) in euro, US
dollars or sterling, as applicable, payable in respect of such
Eighth Issuer Note is made or (if earlier) the eighth 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 Eighth 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
Eighth Issuer Notes, on or after the
4
respective due dates expressed in the Eighth 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 Eighth 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
Eighth Issuer Notes shall otherwise have become due and repayable or the
Definitive Eighth Issuer Notes have not been issued when so required in
accordance with this Deed and the relative Global Eighth Issuer Notes,
the Note Trustee may and shall, if directed by an Extraordinary
Resolution of the Noteholders:
(a) by notice in writing to the Eighth 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 Eighth Issuer
Paying Agent and Agent Bank Agreement and by notice in writing to
the Eighth 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 Eighth 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 Eighth Issuer Notes
and available for such purpose) and thereafter to hold all
Eighth Issuer Notes and all sums, documents and records held
by them in respect of Eighth Issuer Notes on behalf of the
Note Trustee; or
(ii) deliver up all Eighth Issuer Notes and all sums, documents
and records held by them in respect of the Eighth 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 Eighth Issuer require it to make all
subsequent payments in respect of the Eighth 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 Eighth Issuer and until such notice is withdrawn
Clause 2.2(a) relating to the Eighth Issuer Notes shall cease to
have effect.
2.4 The Eighth Issuer shall require each paying agent not a party to the
Eighth 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 Eighth
Issuer Notes (whether such money has been paid to it by the Eighth Issuer
or any other obligor of the
5
Eighth Issuer Notes), and the Eighth Issuer and such paying agent shall
each notify the Note Trustee of any default by the Eighth Issuer (or any
other obligor of the Eighth Issuer Notes) in making any such payment.
3. FORM AND ISSUE OF EIGHTH ISSUER NOTES
GLOBAL EIGHTH ISSUER NOTES
3.1 (a) The Series 1 Eighth Issuer Notes, the Series 2 Eighth Issuer Notes
and the Series 4 Class A1 Eighth 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 Eighth Issuer Notes, the Series 2 Eighth Issuer
Notes and the Series 4 Class A1 Eighth Issuer Notes will initially
be represented by a separate global note in registered form (the
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE, the SERIES 1 CLASS B
GLOBAL EIGHTH ISSUER NOTE, the SERIES 1 CLASS C GLOBAL EIGHTH
ISSUER NOTE, the SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE, the
SERIES 2 CLASS B GLOBAL EIGHTH ISSUER NOTE, the SERIES 2 CLASS C
GLOBAL EIGHTH ISSUER NOTE and the SERIES 4 CLASS A1 GLOBAL EIGHTH
ISSUER NOTE and together the DOLLAR GLOBAL EIGHTH 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 Eighth Issuer Notes,
the Series 2 Eighth Issuer Notes and the Series 4 Class A1 Eighth
Issuer Notes.
(b) The Series 3 Eighth Issuer Notes and the Series 4 Eighth Issuer
Notes (other than the Series 4 Class A1 Eighth 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 Eighth Issuer Notes and the Series 4 Eighth
Issuer Notes (other than the Series 4 Class A1 Eighth Issuer
Notes) will initially be represented by a separate global note in
registered form (the SERIES 3 CLASS A GLOBAL EIGHTH ISSUER NOTE,
the SERIES 3 CLASS B GLOBAL EIGHTH ISSUER NOTE the Series 3 Class
C Eighth Issuer Note, the Series 4 Class B Eighth Issuer Note and
the Series 4 Class C Eighth Issuer Note, the EURO GLOBAL EIGHTH
ISSUER NOTES, the SERIES 4 CLASS A2 GLOBAL EIGHTH ISSUER NOTE, the
STERLING GLOBAL EIGHTH ISSUER NOTES, the Euro Global Eighth Issuer
Notes and the Sterling Global Eighth Issuer Notes together being
referred to as the REG S GLOBAL EIGHTH 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 Eighth Issuer Notes and the Series 4 Eighth Issuer Notes (other
than the Series 4 Class A1 Eighth Issuer Notes).
3.2 The Global Eighth 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 Eighth Issuer Note shall represent
such of the outstanding Eighth 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
Eighth Issuer Notes from time to time endorsed thereon and that the
aggregate Principal Amount Outstanding of the Eighth 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
Eighth Issuer Paying Agent and Agent Bank Agreement. Any endorsement of a
Global Eighth Issuer Note to reflect the amount of any increase or
decrease in the Principal Amount Outstanding of the Eighth Issuer Notes
represented thereby shall be made by the Registrar in accordance with
Clause 5. Title to the Global Eighth Issuer Notes shall pass by and upon
the registration in the Register in respect thereof in accordance with
6
the provisions of these presents. The Global Eighth Issuer Notes shall be
issuable only in registered form, without coupons or talons and signed
manually by a person duly authorised by the Eighth Issuer on behalf of
the Eighth Issuer and shall be authenticated by or on behalf of the
Principal Paying Agent. The Global Eighth Issuer Notes so executed and
authenticated shall be binding and valid obligations of the Eighth
Issuer, notwithstanding that such duly authorised person no longer holds
that office at the time the Principal Paying Agent authenticates the
relevant Global Eighth Issuer Note.
3.3 The Global Eighth Issuer Notes shall be issued by the Eighth Issuer to
Cede & Co., as nominee for DTC, in respect of each Dollar Global Eighth
Issuer Note and to Chase Nominees Limited, as nominee for the Common
Depositary, in respect of each Reg S Global Eighth 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
Eighth Issuer Notes in definitive registered form (the DEFINITIVE EIGHTH
ISSUER NOTES) (as notified to DTC and the Common Depositary by Chase
Nominees Limited, on behalf of the Managers of the issue of the Eighth
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 Eighth 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
Eighth Issuer Notes that are held through Euroclear and Clearstream,
Luxembourg.
DEFINITIVE EIGHTH ISSUER NOTES
3.5 The Eighth Issuer shall issue Definitive Eighth Issuer Notes only if any
of the following applies, while any of the Eighth Issuer Notes of any
class are represented by a Global Eighth Issuer Note of the relevant
class at any time after the 40th day following the later of the Eighth
Issuer Closing Date and the date of the issue of such Global Eighth
Issuer Note:
(a) (in the case of Dollar Global Eighth Issuer Notes) DTC has
notified the Eighth Issuer that it is at any time unwilling or
unable to continue as the registered holder of such Dollar Global
Eighth 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
Eighth Issuer within 90 days of such notification, or (in the case
of the Sterling Global Eighth Issuer Notes or the Euro Global
Eighth 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 effective on or after the Eighth Issuer
Closing Date, the Eighth Issuer or any Paying
7
Agent is or will be required to make any deduction or withholding
from any payment in respect of the Eighth Issuer Notes which would
not be required were the Eighth Issuer Notes in definitive form.
If required by this Clause 3, then the Eighth Issuer shall, at its sole
cost and expense within 30 days of the occurrence of the relevant event,
issue Definitive Eighth Issuer Notes of the same class as the class of
Eighth Issuer Notes represented by the relevant Global Eighth Issuer Note
in exchange for the whole (or the remaining part(s) outstanding) of the
relevant Global Eighth Issuer Note. If Definitive Eighth Issuer Notes are
issued, the beneficial interests represented by the Dollar Global Eighth
Issuer Note of each class shall be exchanged by the Eighth Issuer for
Definitive Eighth Issuer Notes of that class (DOLLAR DEFINITIVE EIGHTH
ISSUER NOTES), the beneficial interests represented by the Sterling
Global Eighth Issuer Note of each class shall be exchanged by the Eighth
Issuer for Definitive Eighth Issuer Notes of that Class (STERLING
DEFINITIVE EIGHTH ISSUER NOTES) and the beneficial interests represented
by the Euro Global Eighth Issuer Notes of each class shall be exchanged
by the Eighth Issuer for Definitive Eighth Issuer Notes of that class
(EURO DEFINITIVE EIGHTH ISSUER NOTES).
3.6 The Definitive Eighth 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 Eighth Issuer Notes, the Series 2 Eighth Issuer
Notes and the Series 4 Class A1 Eighth Issuer Notes), (ii) [e500,000] (in
the case of the Euro Eighth Issuer Notes), or (c) {pound-sterling}10,000
and {pound-sterling}100,000 (in the case of the Sterling Eighth 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 Eighth 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 Eighth
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 Eighth Issuer and shall be authenticated by or on
behalf of the Principal Paying Agent, as applicable. Each Eighth Issuer
Note so executed and authenticated shall be a binding and valid
obligation of the Eighth Issuer notwithstanding that such duly authorised
person no longer holds that office at the time the Principal Paying
Agent, authenticates the Eighth Issuer Note.
3.7 If the Eighth Issuer is obliged to issue or procure the issue of any
Definitive Eighth 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 Eighth Issuer shall indemnify the Note Trustee, the
registered holder of the relevant Global Eighth 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 Eighth Issuer Note(s) or the relevant
Noteholders in respect of the Eighth Issuer Notes is less than the amount
that would have been received had Definitive Eighth Issuer Notes been
issued in accordance with Clause 3.5. If and for so long as the Eighth
Issuer discharges its obligations under this indemnity, the breach by the
Eighth Issuer of the provisions of Clause 3.5 shall be deemed to be cured
ab initio.
4. REPLACEMENT OF EIGHTH ISSUER NOTES
If a mutilated or defaced Eighth Issuer Note is surrendered to the
Registrar or, if a mutilated or defaced Global Eighth Issuer Note is
surrendered to the Principal Paying Agent or if a Noteholder claims that
a Eighth Issuer Note has been lost, stolen or destroyed, the Eighth
Issuer shall issue, and the Principal Paying Agent shall authenticate, a
replacement Eighth
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Issuer Note on receipt of satisfactory evidence in accordance with
Condition 13. An indemnity for an amount sufficient in the judgement of
the Eighth Issuer and (in the case of a Definitive Eighth Issuer Note)
the Registrar to protect the Eighth Issuer and (in the case of a
Definitive Eighth Issuer Note) the Registrar from any loss which any of
them may suffer if a Eighth Issuer Note is replaced may be required by
the Eighth Issuer and (in the case of a Definitive Eighth Issuer Note)
the Registrar. The Eighth Issuer may charge such Noteholder for its
costs in replacing such Eighth Issuer Note.
5. REGISTER, TRANSFER AND EXCHANGE OF EIGHTH ISSUER NOTES
5.1 TRANSFER AND EXCHANGE OF GLOBAL EIGHTH ISSUER NOTES
A Global Eighth Issuer Note will be exchanged by the Eighth Issuer for
another Global Eighth Issuer Note or Definitive Eighth Issuer Note(s)
only in the circumstances set forth in Clause 3.5, the Conditions, the
Eighth Issuer Paying Agent and Agent Bank Agreement and the relevant
Global Eighth Issuer Note. Upon the occurrence of any of the events
specified therein concerning their exchange for Definitive Eighth Issuer
Notes, Definitive Eighth Issuer Notes of the relevant class shall be
issued in such names as the Eighth 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 Eighth Issuer Note to be reduced
accordingly, cancel such Global Eighth Issuer Note (if applicable) and
direct DTC and Euroclear and Clearstream, Luxembourg to make
corresponding reductions in their book-entry systems, and the Eighth
Issuer shall execute and the Principal Paying Agent, shall authenticate
and deliver to the persons designated in such instructions Definitive
Eighth Issuer Notes of the relevant class in the appropriate principal
amounts and the Registrar will register them. The Registrar shall deliver
such Definitive Eighth Issuer Notes to the persons in whose names such
Eighth Issuer Notes are so registered. Reg S Definitive Eighth Issuer
Notes issued in exchange for a Book-Entry Interest pursuant to this
Clause 5.1 shall 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 Eighth Issuer Note so exchanged. Global Eighth
Issuer Notes may also be exchanged or replaced, in whole or in part, as
provided in Clause 4. Every Eighth Issuer Note authenticated and
delivered in exchange for, or in lieu of, a Global Eighth 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 Eighth Issuer Note.
A Global Eighth Issuer Note may not be exchanged for another Eighth
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 Eighth 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 Eighth 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.
5.3 TRANSFER OF DEFINITIVE EIGHTH ISSUER NOTES
Definitive Eighth Issuer Notes may be transferred in whole or in part,
provided that any partial transfer relates to a Definitive Eighth Issuer
Note in the principal amount of, in the case of the Series 1 Eighth
Issuer Notes, the Series 2 Eighth Issuer Notes and the Series 3
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Class A Eighth Issuer Notes, US$1,000, US$10,000 or US$100,000; in the
case of the Euro Eighth Issuer Notes, [e500,000]; and in the case of the
Sterling Eighth 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 Eighth Issuer Notes
are presented by a Noteholder to the Registrar with a request to register
the transfer of such Definitive Eighth Issuer Notes, the Registrar shall
register the transfer as requested only if such Definitive Eighth 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 Eighth Issuer Paying
Agent and Agent Bank Agreement. Thereupon, the Registrar shall request
the Eighth Issuer to issue and the Principal Paying Agent to authenticate
new Definitive Eighth Issuer Notes required to be issued in connection
with such transfer. In the case of a transfer of part only of such
Definitive Eighth Issuer Note, a new Definitive Eighth Issuer Note in
respect of the balance not transferred will be issued to the transferor.
All transfers of Definitive Eighth Issuer Notes are subject to any
restrictions on transfer set forth on such Definitive Eighth Issuer Notes
and the detailed regulations concerning transfers in the Eighth Issuer
Paying Agent and Agent Bank Agreement.
5.4 REGULATION S LEGEND
Each Reg S Global Eighth Issuer Note and each Reg S Definitive Eighth
Issuer Note issued in exchange therefor shall bear a legend in
substantially the following form:
"THIS EIGHTH 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 EIGHTH 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 EIGHTH ISSUER NOTES
At such time as all Book-Entry Interests in respect of a Global Eighth
Issuer Note have been exchanged for Definitive Eighth Issuer Notes, such
Global Eighth Issuer Note shall be returned to or retained and cancelled
by the Registrar respectively in accordance with the Eighth 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
Eighth Issuer Note, the principal amount of Eighth Issuer Notes
represented by such Global Eighth Issuer Note shall be reduced
accordingly and an endorsement shall be made on such Global Eighth Issuer
Note by the Registrar, to reflect such reduction.
5.6 GENERAL PROVISIONS RELATING TO ALL TRANSFERS AND EXCHANGES
(a) To permit registrations of transfers and exchanges of Eighth
Issuer Notes, the Eighth Issuer shall execute and the Principal
Paying Agent, shall authenticate Global Eighth Issuer Notes
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and Definitive Eighth Issuer Notes upon a written order signed by
an officer of the Eighth Issuer or at the Registrar's request.
(b) No service fee shall be charged to a Noteholder for any
registration of a Definitive Eighth Issuer Note on transfer or
exchange, but the Eighth 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 Eighth Issuer Notes and Definitive Eighth Issuer Notes
issued upon any registration of transfer or exchange of Global
Eighth Issuer Notes or Definitive Eighth Issuer Notes shall be the
valid obligations of the Eighth Issuer, evidencing the same debt
and entitled to the same benefits under this Deed, as the Global
Eighth Issuer Notes or Definitive Eighth Issuer Notes surrendered
upon such registration of transfer or exchange.
5.7 REGISTER OF EIGHTH ISSUER NOTES
The Eighth 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 Eighth Issuer Notes showing the
amount of the Global Eighth Issuer Notes or Definitive Eighth 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 Eighth Issuer Notes
or the Definitive Eighth Issuer Notes. So long as DTC or its nominee, or
the Common Depositary or its nominee, is the registered holder of a
Global Eighth Issuer Note, DTC or the Common Depositary, as the case may
be, will be considered the sole registered holder of such Global Eighth
Issuer Note for all purposes under this Eighth Issuer Trust Deed. Each
Eighth 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 Eighth 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 Eighth 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 Eighth 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
Eighth Issuer Notes.
7. COVENANT OF COMPLIANCE
The Eighth Issuer covenants with the Note Trustee that it will comply
with and perform and observe all the provisions of these presents, the
Eighth Issuer Notes, the Eighth Issuer Deed of Charge, the Eighth Issuer
Paying Agent and Agent Bank Agreement and the documents executed pursuant
thereto and the other Transaction Documents which are expressed to be
binding on it. The Conditions shall be binding on the Eighth 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 Eighth Issuer under the Eighth Issuer Notes and the
Conditions and to exercise any other rights, powers, authorities and
discretions conferred
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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 Eighth 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 EIGHTH ISSUER NOTES AND RECORDS
8.1 The Eighth Issuer shall procure that all Eighth 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 Eighth Issuer and a
certificate stating:
(a) the aggregate principal amount of Eighth Issuer Notes which have
been redeemed;
(b) the serial numbers of Eighth Issuer Notes of each class so
redeemed;
(c) the aggregate amount of interest paid (and the due dates of such
payments) on Eighth Issuer Notes of each class; and
(d) the aggregate principal amounts of Eighth Issuer Notes of each
class which have been so exchanged and replaced and the serial
numbers of such Eighth Issuer Notes in definitive form,
shall be given to the Note Trustee by or on behalf of the Eighth 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 Eighth Issuer Notes or payment of interest thereon and of
cancellation of the relative Eighth Issuer Notes.
8.2 The Eighth Issuer shall procure that the Registrar shall keep a full and
complete record of all Eighth Issuer Notes and of their redemption,
cancellation, payment or exchange (as the case may be) and of all
replacement Eighth Issuer Notes issued in substitution for lost, stolen,
mutilated, defaced or destroyed Eighth Issuer Notes. The Eighth Issuer
shall procure that the Registrar shall at all reasonable times make such
record available to the Eighth Issuer and the Note Trustee.
8.3 All records and certificates maintained pursuant to this Clause shall
make a distinction between Definitive Eighth Issuer Notes and Global
Eighth 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 Eighth Issuer or any other person as it may think fit
to enforce its obligations under these presents, the Eighth Issuer Notes
or any of the other Transaction Documents.
9.2 Unless the contrary be proved, proof that as regards any specified Eighth
Issuer Note the Eighth Issuer has made default in paying any amount due
in respect of such Eighth Issuer Note shall be sufficient evidence that
the same default has been made as regards all other Eighth Issuer Notes
in respect of which the relevant amount is due and payable.
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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 Eighth Issuer
Notes having become due and repayable, with effect from the expiry of the
Interest Period during which such Eighth 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 Eighth
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 C Noteholders or in writing by the holders of at least one-quarter
in aggregate Principal Amount Outstanding of the Class A Eighth Issuer
Notes, the Class B Eighth Issuer Notes or the Class C Eighth 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 C 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 Eighth Issuer Notes. No Noteholder shall be entitled
to proceed directly against the Eighth 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 C
Noteholder or no Class B Noteholder shall be entitled to take proceedings
for the winding up or administration of the Eighth Issuer for so long as
there are any Class A Eighth Issuer Notes outstanding and no Class C
Noteholder shall be entitled to take proceedings for the winding up or
administration of the Eighth Issuer for so long as there are any Class B
Eighth 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 Eighth Issuer Notes held by it, on or after the maturity date of the
relevant Eighth Issuer Notes set out on the face of such Eighth Issuer
Notes.
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11. DISCHARGE OF PAYMENT
Any payment to be made in respect of the Eighth Issuer Notes by the
Eighth 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
Eighth Issuer or, as the case may be, the Note Trustee.
12. PARTIAL PAYMENTS
Upon presentation and surrender to the Registrar of a Definitive Eighth
Issuer Note that is redeemed in part, the Principal Paying Agent shall
respectively authenticate for the holder a new Definitive Eighth Issuer
Note equal in principal amount to the principal amount of the unredeemed
portion of the Definitive Eighth Issuer Note surrendered. Upon
presentation of a Global Eighth 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 Eighth Issuer Note
to an amount equal to the aggregate principal amount of the unredeemed
portion of the Global Eighth Issuer Note presented.
13. COVENANTS BY THE EIGHTH ISSUER
So long as any of the Eighth Issuer Notes remains outstanding (or, in the
case of paragraphs (h), (i), (j), (n) and (o), so long as any of the
Eighth 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 Eighth Issuer Notes remaining
outstanding at such time) the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth
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
Eighth 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 Eighth 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 Eighth 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 Eighth
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 Eighth Issuer
Notes, receive unconditionally pursuant to the Eighth 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 Eighth 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;
(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
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Trustee of any sum due in respect of any of the Eighth 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
Eighth Issuer Notes on the official list of the United Kingdom
Listing Authority and to maintain the admission to trading of the
Eighth 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 Eighth Issuer Notes on such other
stock exchange or exchanges or securities market or markets as the
Eighth 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 Eighth 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 Eighth
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 Eighth 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
Eighth 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;
(q) COMPLIANCE WITH EIGHTH 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 Eighth Issuer Paying Agent and
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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 Eighth Issuer shall
exercise its right to redeem the corresponding class or classes of
Eighth 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 Eighth 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 Eighth Issuer Paying Agent and
Agent Bank Agreement, as applicable;
(ii) delivered to the Note Trustee a certificate signed by two
directors of the Eighth Issuer certifying that the Eighth
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 Eighth Issuer
Deed of Charge to be paid in priority to such class or
classes of Eighth Issuer Notes on the redemption date, and
to redeem such class or classes of Eighth 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 Eighth 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 Eighth 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 EIGHTH ISSUER CHARGED PROPERTY: ensure that, save as
permitted in these presents, the Eighth Issuer Deed of Charge, the
Conditions and the other Transaction Documents, no person other
than the Eighth Issuer and the Security Trustee shall have any
equitable or beneficial interest in the Eighth Issuer Charged
Property;
(v) MAINTENANCE OF EIGHTH ISSUER CASH MANAGER: ensure that there is at
all times a cash manager appointed in accordance with the
provisions of the Eighth Issuer Cash Management Agreement;
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(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 Eighth Issuer Notes by the Eighth
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 Eighth Issuer Transaction Accounts will be applied
by the Eighth Issuer in or towards satisfaction of such of the
obligations set out in the Eighth 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 Eighth 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 Eighth 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 Eighth Issuer, the Eighth 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 Eighth 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;
(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
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the possession or control of the Eighth 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
Eighth Issuer to the Note Trustee to take any action under any of
the provisions of this Deed (other than the issuance of Eighth
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
Eighth 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 Eighth 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 Eighth 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 Eighth
Issuer, together with certified specimen signatures of the same;
(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; and
(ii) CENTRE OF MAIN INTEREST: take any action which would result in its
centre of main interest being in any jurisdiction other than the
United Kingdom and it shall not open any branches or offices in
any jurisdiction other than the United Kingdom.
14. REMUNERATION AND INDEMNIFICATION OF NOTE TRUSTEE
14.1 The Eighth Issuer shall pay to the Note Trustee remuneration for its
services as trustee as from the date of this Eighth 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 Eighth 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 Eighth Issuer Notes of any
series be reduced by such amount as shall be agreed between the Eighth
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 Eighth 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 Eighth 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.
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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 Eighth Issuer
to undertake duties which the Note Trustee and the Eighth 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 Eighth Issuer shall
pay to the Note Trustee such additional remuneration as shall be agreed
between them.
14.3 The Eighth 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 Eighth 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 Eighth 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 Eighth Issuer) and the determination of any such merchant or
investment bank shall be final and binding upon the Note Trustee and the
Eighth Issuer.
14.5 In addition to remuneration hereunder, the Eighth 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(1)
shall be payable by the Eighth 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(1) 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 Eighth Issuer Notes any
liabilities incurred under this Deed have been incurred.
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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 Eighth 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 Eighth 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 Eighth Issuer Notes by the Eighth Issuer, the exchange of
any Global Eighth Issuer Note for another Global Eighth Issuer
Note or Definitive Eighth Issuer Notes or the exchange of any
Definitive Eighth Issuer Note for another Definitive Eighth Issuer
Note or the delivery of any Global Eighth Issuer Note or
Definitive Eighth 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 Eighth 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
Eighth Issuer under Xxxxxx 13(s)(ii). The Note Trustee shall have
no responsibility to the Noteholders or any other person for
guaranteeing or ensuring that the Eighth Issuer's liabilities in
respect of the Eighth 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 Eighth
Issuer to discharge or pay such liabilities and other amounts;
(i) EIGHTH ISSUER CHARGED PROPERTY: the Note Trustee may accept
without enquiry, requisition or objection such title as the Eighth
Issuer may have to the Eighth 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 Eighth Issuer to the Eighth
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 Eighth 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 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
22
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) EIGHTH 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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
Eighth 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 Eighth 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 Eighth Issuer and any rate,
method and date so agreed shall be binding on the Eighth 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 the relevant class or classes and any such certificate shall be
conclusive and binding upon the Eighth Issuer and the Noteholders;
23
(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 Eighth
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 C 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 C 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 C 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
Eighth 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 Eighth 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 Eighth 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 by it of the Class B Eighth 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 C
Noteholders if each of the Rating Agencies has confirmed that the
then
24
current rating by it of the Class C Eighth 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 Eighth Issuer Notes represented by a Global Eighth
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 Eighth 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 Eighth 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 Eighth 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 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;
25
(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 Eighth
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 EIGHTH 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 Eighth Issuer as the obligor of the
Eighth 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), or (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 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
26
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
Eighth 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 Eighth 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
Eighth Issuer Charged Property or the security relating
thereto;
(iv) the registration, filing, protection or perfection of any
security relating to the Eighth 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 Eighth 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 Eighth 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
Eighth Issuer Charged Property or Transaction Document;
(viii)the title of the Eighth Issuer to any Eighth Issuer Charged
Property;
(ix) the suitability, adequacy or sufficiency of any applicable
criteria for any advances under the Eighth 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 Eighth Issuer to obtain or comply with
any licence, consent or other authority in connection with
the Eighth 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 Eighth Issuer Charged
Property or the Transaction Documents or other documents
entered into in connection therewith;
27
(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 Eighth
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
Eighth Issuer or any other person in respect of any of the
Eighth Issuer Charged Property or Transaction Documents; or
(xiv) any other matter or thing relating to or in any way
connected with any Eighth 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 EIGHTH 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 Eighth Issuer or any
other party to the Transaction Documents or any person or body
corporate associated with the Eighth 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 Eighth Issuer Notes or any other notes, bonds,
stocks, shares, debenture stock, debentures or other securities
of, the Eighth Issuer or any other party to the Transaction
Documents or any person or body corporate associated as
aforesaid); or
(b) accepting or holding the trusteeship of any other trust deed
constituting or securing any other notes issued by or relating to
the Eighth Issuer or any other party to the Transaction Documents
or any such person or body corporate so associated or any
28
other office of profit under the Eighth 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 Eighth 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 Eighth 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 Eighth
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
Eighth 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 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
29
the Note Trustee may determine, shall be binding upon the
Noteholders and, unless the Note Trustee agrees otherwise, shall
be notified by the Eighth 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 Eighth Issuer Notes are rated by the Rating
Agencies, the Eighth Issuer shall notify the Rating Agencies in
writing as soon as reasonably practicable thereafter of any
modification to the provisions of these presents, the Eighth
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 Eighth 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 Eighth 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 Eighth 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 Eighth
Issuer Note or of a particular principal amount of the Eighth Issuer
Notes as the absolute owner of such Eighth Issuer Note or principal
amount, as the case may be, for all purposes (whether or not such Eighth
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 Eighth 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
Eighth Issuer Note or Global Eighth 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 Eighth Issuer Note or
principal amount, as the case may be.
20. CURRENCY INDEMNITY
The Eighth 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 Eighth 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
Eighth 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 Eighth Issuer
and (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.
30
The above indemnity shall constitute an obligation of the Eighth Issuer
separate and independent from its obligations under the other provisions
of these presents and the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth
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 Eighth Issuer or of any person involved in the
organisation or operation of the Eighth Issuer; (iii) not offer or
provide credit or credit enhancement to the Eighth Issuer; and
(iv) execute an agreement or instrument concerning the Eighth
Issuer 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 Eighth Issuer (but without requiring
the consent of the Eighth Issuer or the
31
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 Eighth Issuer or any other
party thereto.
The Eighth 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 Eighth 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 Eighth 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 Eighth Issuer
Notes.
24. NOTICES
24.1 Any notice or demand to the Eighth 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:
32
(a) Eighth Issuer:
Xxxxxx Financing (No. 8) PLC
c/o Abbey House (AAM 000)
000 Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxxxx XX0 0XX
For the attention of: Securitisation Team, 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 Eighth Issuer Notes. The Eighth 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 Eighth 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.
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.
33
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 Eighth Issuer to the Note Trustee
to take any action under this Deed, the Eighth 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
Eighth Issuer Deed of Charge only upon receipt of a request from the
Eighth 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 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 Eighth Issuer Deed of Charge, the Eighth 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
34
stating the opinion of each person signing such certificate as to the
fair value to the Eighth 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 Eighth 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
Eighth Issuer shall also deliver to the Note Trustee an Independent
Certificate as to the same matters, if the fair value to the Eighth
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 Eighth 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 Eighth Issuer Notes, but
such a certificate need not be furnished with respect to any property so
released if the fair value thereof to the Eighth 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 Eighth Issuer Notes.
Whenever any property is to be released from the security constituted by
the Eighth Issuer Deed of Charge, the Eighth 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 Eighth
Issuer may (a) make cash payments out of the Eighth Issuer Accounts
relating to the Eighth 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 Eighth 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 Eighth Issuer
and the Note Trustee and delivered on the date first stated on page 1.
35
SIGNATORIES
THE EIGHTH ISSUER
EXECUTED and DELIVERED as a DEED by )
XXXXXX FINANCING (NO. 8) 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 EIGHTH ISSUER NOTES
PART 1A
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
NOTE NO. 1
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$500,000,000] SERIES 1 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE
[APRIL 2005]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
[US$1,850,000,000])
This Series 1 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 1
Class A Eighth Issuer Notes of XXXXXX FINANCING (NO. 8) PLC (the EIGHTH
ISSUER), designated as specified in the title hereof (the EIGHTH ISSUER NOTES),
limited to the aggregate principal amount of up to [five hundred million US
dollars (US$500,000,000)] and governed by an Eighth Issuer Trust Deed dated
[{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer
Master Definitions and Construction Schedule, both dated [{circle} April], 2004
and signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx
and May, and the Eighth Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Eighth 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the
37
date hereof [five hundred million US dollars (US$500,000,000)]) on the
Interest Payment Date falling in [April 2005] (or on such earlier date as
the said principal amount may become repayable in accordance with the
Conditions or the Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to
38
the order of the Registrar and cancelled and, if the holder of this
Global Eighth Issuer Note requests, returned to it together with any
relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Eighth Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By:
..................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth Issuer Note is duly authenticated
without recourse, warranty or liability.
....................................
Duly authorised
39
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
40
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of this Notation made on
made paid paid paid Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
______ ______ ________ _______ _________________________ _____________
41
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
42
PART 1B
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
NOTE NO. 2
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$500,000,000] SERIES 1 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE [APRIL
2005]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
[US$1,850,000,000])
This Series 1 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 1
Class A Eighth Issuer Notes of XXXXXX FINANCING (NO. 8) PLC (the EIGHTH
ISSUER), designated as specified in the title hereof (the EIGHTH ISSUER NOTES),
limited to the aggregate principal amount of up to [five hundred million US
dollars (US$500,000,000)] and governed by an Eighth Issuer Trust Deed dated
[{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer
Master Definitions and Construction Schedule, both dated [{circle} April], 2004
and signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx
and May, and the Eighth Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Eighth 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [five hundred
million US dollars (US$500,000,000)]) on the Interest Payment Date
falling in [April 2005] (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Eighth 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 Eighth Issuer Note at the rates
43
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 Eighth Issuer
Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
44
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Eighth Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By:
......................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
45
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
46
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
47
PART 1C
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
NOTE NO. 3
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$500,000,000] SERIES 1 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE [APRIL
2005]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
[US$1,850,000,000])
This Series 1 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 1
Class A Eighth Issuer Notes of XXXXXX FINANCING (NO. 8) PLC (the EIGHTH
ISSUER), designated as specified in the title hereof (the EIGHTH ISSUER NOTES),
limited to the aggregate principal amount of up to [five hundred million US
dollars (US$500,000,000)] and governed by an Eighth Issuer Trust Deed dated
[{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer
Master Definitions and Construction Schedule, both dated [{circle} April], 2004
and signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx
and May, and the Eighth Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Eighth 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [five hundred
million US dollars (US$500,000,000)]) on the Interest Payment Date
falling in [April 2005] (or on such earlier date as the said principal
amount may become repayable in accordance with the Conditions or the
Eighth 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 Eighth Issuer Note at the rates
determined in accordance with the Conditions together with such premium
and other amounts
48
(if any) as may be payable, all subject to and in accordance with the
Conditions and the provisions of the Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions,
49
the Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge.
Payments of principal, premium (if any) and interest in respect of Eighth
Issuer Notes represented by this Global Eighth Issuer Note will be made
in accordance with the Conditions. Upon any payment of principal,
premium or interest on this Global Eighth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the
Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By:
.......................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
50
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
51
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
52
PART 1D
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
NOTE NO. 4
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered
number [{circle}])
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$350,000,000] SERIES 1 CLASS A FLOATING RATE EIGHTH ISSUER
NOTES DUE [APRIL 2004]
(Initial aggregate principal amount of Series 1 Class A Global Notes:
[US$1,850,000,000])
This Series 1 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 1
Class A Eighth Issuer Notes of XXXXXX FINANCING (NO.8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [three hundred and fifty million US
dollars (US$350,000,000)] and governed by an Eighth Issuer Trust Deed dated
{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer
Master Definitions and Construction Schedule, both dated {circle} April, 2004
and signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx
and May, and the Eighth Issuer Trust Deed. The aggregate principal amount from
time to time of this Global Eighth Issuer Note shall be that amount not
exceeding [US$350,000,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [three hundred
and fifty million US dollars (US$350,000,000)]) on the Interest Payment
Date falling in [April 2005] (or on such earlier date as the said
principal amount may become repayable in accordance with the Conditions
or the Eighth 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 Eighth Issuer Note
at the rates determined in accordance with the Conditions together with
such premium and other
53
amounts (if any) as may be payable, all subject to and in accordance with
the Conditions and the provisions of the Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The
Depositary Trust Company (DTC) has notified the Eighth Issuer that it is
at any time unwilling or unable to continue as holder of this Global
Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any
Paying Agent is or will be required to make any deduction or withholding
from any payment in respect of the Eighth Issuer Notes which would not
be required were the relevant Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to
the Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or
after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order
of the Registrar. In exchange for this Global Eighth Issuer Note the
Eighth Issuer will deliver, or procure the delivery of, Definitive Eighth
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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
54
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal,
premium (if any) and interest in respect of Eighth Issuer Notes
represented by this Global Eighth Issuer Note will be made in accordance
with the Conditions. Upon any payment of principal, premium or interest
on this Global Eighth Issuer Note the amount so paid shall be endorsed
by or on behalf of the Registrar on behalf of the Eighth 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 Eighth
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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer
Note to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By:
.................................................................................
(Duly authorised)
Issued in London, England on {circle} April, 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth Issuer Note is duly authenticated
without recourse, warranty or liability.
.................................................................................
Duly authorised
for and on behalf of
[JPMORGAN CHASE BANK, LONDON BRANCH]
as Principal Paying Agent
55
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
56
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
57
PART 2
SERIES 1 CLASS B GLOBAL EIGHTH ISSUER NOTE
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 1 CLASS B GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$62,900,000] SERIES 1 CLASS B FLOATING RATE EIGHTH
ISSUER NOTES DUE [JULY 2040]
This Series 1 Class B Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 1
Class B Eighth Issuer Notes of XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [sixty two million nine hundred
thousand US dollars (US$62,900,000)] and governed by an Eighth Issuer Trust Deed
dated [{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth
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 Eighth 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 Eighth
Issuer Master Definitions and Construction Schedule, both dated {circle} April],
2004 and signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Eighth Issuer Note shall be that amount
not exceeding [US$62,900,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [sixty two
million, nine hundred thousand US dollars (US$62,900,000)]) 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 Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
58
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of
59
principal, premium or interest on this Global Eighth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
60
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
61
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
62
PART 3
SERIES 1 CLASS C GLOBAL EIGHTH ISSUER NOTE
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 1 CLASS M GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$107,300,000] SERIES 1 CLASS C FLOATING RATE EIGHTH
ISSUER NOTES DUE [JULY 2040]
This Series 1 Class C Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 1
Class C Eighth Issuer Notes of XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [one hundred and seven million and
three hundred thousand dollars (US$107,300,000)] and governed by an Eighth
Issuer Trust Deed dated [{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED)
between the Eighth 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 Eighth
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
Eighth Issuer Master Definitions and Construction Schedule, both dated [{circle}
April], 2004 and signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Eighth Issuer Note shall be that amount
not exceeding [US$107,300,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [one hundred and
seven million and three hundred thousand US dollars (US$107,300,000)] 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 Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
63
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of
64
principal, premium or interest on this Global Eighth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: ......................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
65
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
66
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
67
PART 4A
SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE
NOTE NO. 1
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 492222)
SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$500,000,000] SERIES 2 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE
APRIL [2011]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
[US$1,500,000,000])
This Series 2 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 2
Class A Eighth Issuer Notes of XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [five hundred million US dollars
(US$500,000,000)] and governed by an Eighth Issuer Trust Deed dated [{circle}
April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer Master
Definitions and Construction Schedule, both dated [{circle} April], 2004 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Eighth Issuer Trust Deed. The aggregate principal amount from time
to time of this Global Eighth 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [five hundred
million US dollars (US$500,000,000)] on the Interest Payment Date falling
in [April 2011] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Eighth 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 Eighth 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
Eighth Issuer Trust Deed.
68
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of
69
principal, premium or interest on this Global Eighth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
70
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
71
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
72
PART 4B
SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE
NOTE NO. 2
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$500,000,000] SERIES 2 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE
[APRIL 2011]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
[US$1,500,000,000])
This Series 2 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 2
Class A Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [five hundred million US dollars
(US$500,000,000)] and governed by an Eighth Issuer Trust Deed dated {circle}
April, 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer Master
Definitions and Construction Schedule, both dated [{circle} April], 2004 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Eighth Issuer Trust Deed. The aggregate principal amount from time
to time of this Global Eighth 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [fifty million US
dollars (US$500,000,000)] on the Interest Payment Date falling in [January
2011] (or on such earlier date as the said principal amount may become
repayable in accordance with the Conditions or the Eighth 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 Eighth Issuer Note at
the rates determined in accordance with the Conditions
73
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 Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions,
74
the Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge.
Payments of principal, premium (if any) and interest in respect of Eighth
Issuer Notes represented by this Global Eighth Issuer Note will be made
in accordance with the Conditions. Upon any payment of principal,
premium or interest on this Global Eighth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the
Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April],
2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
75
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
76
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
77
PART 4C
SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE
NOTE NO. 3
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered
number [4992222])
SERIES 2 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$250,000,000] SERIES 2 CLASS A FLOATING RATE EIGHTH ISSUER NOTES DUE
[APRIL 2011]
(Initial aggregate principal amount of Series 2 Class A Global Notes:
[US$1,500,000,000])
This Series 2 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 2
Class A Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [five hundred million US dollars
(US$500,000,000)] and governed by an Eighth Issuer Trust Deed dated [{circle}],
2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer Master
Definitions and Construction Schedule, both dated [{circle}], 2004 and signed
for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and
the Eighth Issuer Trust Deed. The aggregate principal amount from time to time
of this Global Eighth 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [five hundred
million US dollars (US$500,000,000)] on the Interest Payment Date falling
in [April 2011] (or on such earlier date as the said principal amount may
become repayable in accordance with the Conditions or the Eighth 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 Eighth Issuer
Note at the rates determined in accordance with the Conditions together
with such premium and other
78
amounts (if any) as may be payable, all subject to and in accordance with
the Conditions and the provisions of the Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions,
79
the Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge.
Payments of principal, premium (if any) and interest in respect of Eighth
Issuer Notes represented by this Global Eighth Issuer Note will be made
in accordance with the Conditions. Upon any payment of principal,
premium or interest on this Global Eighth Issuer Note the amount so paid
shall be endorsed by or on behalf of the Registrar on behalf of the
Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle}], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
80
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
81
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
82
PART 5
SERIES 2 CLASS B GLOBAL EIGHTH ISSUER NOTE
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 2 CLASS B GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$51,000,000] SERIES 2 CLASS B FLOATING RATE EIGHTH ISSUER NOTES
DUE [JULY 2040]
This Series 2 Class B Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 2
Class B Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [fifty one million US dollars
(US$51,000,000)] and governed by an Eighth Issuer Trust Deed dated [{circle}
April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer Master
Definitions and Construction Schedule, both dated [{circle}], 2004 and signed
for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and
the Eighth Issuer Trust Deed. The aggregate principal amount from time to time
of this Global Eighth Issuer Note shall be that amount not exceeding
[US$51,000,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [fifty one
million US dollars (US$51,000,000)] 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 Eighth 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
Eighth 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 Eighth Issuer Trust Deed.
83
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of
84
principal, premium or interest on this Global Eighth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
85
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
86
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
87
PART 6
SERIES 2 CLASS C GLOBAL EIGHTH ISSUER NOTE
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 2 CLASS C GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$87,000,000] SERIES 2 CLASS C FLOATING RATE EIGHTH ISSUER NOTES
DUE [JULY 2040]
This Series 2 Class C Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 2
Class C Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [eighty seven million US dollars
(US$87,000,000)] and governed by an Eighth Issuer Trust Deed dated [{circle}
April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth 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 Eighth Issuer Master
Definitions and Construction Schedule, both dated [{circle} April], 2004 and
signed for the purposes of identification by Xxxxx & Xxxxx and Xxxxxxxxx and
May, and the Eighth Issuer Trust Deed. The aggregate principal amount from time
to time of this Global Eighth Issuer Note shall be that amount not exceeding
[US$87,000,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [eighty seven
million US dollars (US$87,000,000)] 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 Eighth 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
Eighth 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 Eighth Issuer Trust Deed.
88
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of
89
principal, premium or interest on this Global Eighth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
90
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
91
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
92
PART 7
SERIES 4 CLASS A1 GLOBAL EIGHTH ISSUER NOTE
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 4 CLASS A2 GLOBAL EIGHTH ISSUER NOTE
representing up to
[US$500,000,000] SERIES 4 CLASS A2 FLOATING RATE EIGHTH ISSUER
NOTES DUE [JULY 2040]
This Series 4 Class A2 Eighth Issuer Note is a Global Eighth Issuer Note
without principal or interest coupons in respect of a duly authorised issue of
Series 4 Class A2 Eighth Issuer Notes of XXXXXX FINANCING (NO. 8) PLC (the
EIGHTH ISSUER), designated as specified in the title hereof (the EIGHTH ISSUER
NOTES), limited to the aggregate principal amount of up to [five hundred
million US dollars (US$500,000,000)] and governed by an Eighth Issuer Trust
Deed dated [{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the
Eighth 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 Eighth 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
Eighth Issuer Master Definitions and Construction Schedule, both dated {circle}
April, 2004 and signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Eighth 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [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 Eighth 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
Eighth 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 Eighth Issuer Trust Deed.
93
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) The Depositary
Trust Company (DTC) has notified the Eighth Issuer that it is at any time
unwilling or unable to continue as holder of this Global Eighth 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 Eighth 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 Eighth Issuer Closing Date, the Eighth Issuer or any Paying
Agent is or will be required to make any deduction or withholding from
any payment in respect of the Eighth Issuer Notes which would not be
required were the relevant Eighth Issuer Notes in definitive registered
form. Thereupon the holder of this Global Eighth Issuer Note (acting on
the instructions of (a) holder(s) of (a) Book-Entry Interest(s)) may give
notice to the Eighth Issuer, and the Eighth Issuer may give notice to the
Note Trustee and the Noteholders, of its intention to exchange this
Global Eighth Issuer Note for Definitive Eighth Issuer Notes on or after
the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of
94
principal, premium or interest on this Global Eighth Issuer Note the
amount so paid shall be endorsed by or on behalf of the Registrar on
behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
95
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
US$ US$ US$ US$
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
96
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
US$ US$ US$
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
97
PART 8
SERIES 3 CLASS A GLOBAL EIGHTH ISSUER NOTE
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 3 CLASS A GLOBAL EIGHTH ISSUER NOTE
representing up to
[E990,000,000] SERIES 3 CLASS A FLOATING RATE EIGHTH ISSUER NOTES
DUE [APRIL 2020]
This Series 3 Class A Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 3
Class A Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [nine hundred and ninety million
euros (e990,000,000)] and governed by an Eighth Issuer Trust Deed dated
[{circle} April], 2004, (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth Issuer Trust Deed.
Terms not defined herein have the meanings ascribed to them in the Amended and
Restated Master Definitions Schedule and the Eighth Issuer Master Definitions
Schedule, both dated [{circle} April], 2004 and signed for the purposes of
identification by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the Eighth Issuer
Trust Deed. The aggregate principal amount from time to time of this Global
Eighth Issuer Note shall be that amount not exceeding [e990,000,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the
98
date hereof [nine hundred and ninety million euros (e990,000,000)]) on the
Interest Payment Date falling in [April 2020] (or on such earlier date as
the said principal amount may become repayable in accordance with the
Conditions or the Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Eighth Issuer Notes only if (i) both Euroclear Bank
S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and Clearstream
Banking, soci{e'}t{e'} 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 Eighth Issuer Closing Date, the
Eighth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Eighth Issuer
Notes which would not be required were the relevant Eighth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Eighth
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry
Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer
may give notice to the Note Trustee and the Noteholders, of its intention
to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth 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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes this Global Eighth Issuer Note,
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
99
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal,
premium (if any) and interest in respect of Eighth Issuer Notes
represented by this Global Eighth Issuer Note will be made in accordance
with the Conditions. Upon any payment of principal, premium or interest
on this Global Eighth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .......................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
100
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
e e e e
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
101
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
e e e
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
102
PART 9
SERIES 3 CLASS B GLOBAL EIGHTH ISSUER NOTE
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 3 CLASS B GLOBAL EIGHTH ISSUER NOTE
representing up to
[E34,000,000] SERIES 3 CLASS B FLOATING RATE EIGHTH ISSUER NOTES DUE
[JULY 2040]
This Series 3 Class B Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 3
Class B Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [thirty four million euros
(e34,000,000)] and governed by an Eighth Issuer Trust Deed dated [{circle}
April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth 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 Eighth Issuer Trust Deed. Terms not
defined herein have the meanings ascribed to them in the Amended and Restated
Master Definitions Schedule and the Eighth Issuer Master Definitions Schedule,
both dated [{circle} April], 2004 and signed for the purposes of identification
by Xxxxx & Xxxxx and Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The
aggregate principal amount from time to time of this Global Eighth Issuer Note
shall be that amount not exceeding [e34,000,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the
103
date hereof [thirty four million euros (e34,000,000)]) 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 Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to the
holder) for Definitive Eighth Issuer Notes only if (i) both Euroclear Bank
S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and Clearstream
Banking, soci{e'}t{e'} 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 Eighth Issuer Closing Date, the
Eighth Issuer or any Paying Agent is or will be required to make any
deduction or withholding from any payment in respect of the Eighth Issuer
Notes which would not be required were the relevant Eighth Issuer Notes in
definitive registered form. Thereupon the holder of this Global Eighth
Issuer Note (acting on the instructions of (a) holder(s) of (a) Book-Entry
Interest(s)) may give notice to the Eighth Issuer, and the Eighth Issuer
may give notice to the Note Trustee and the Noteholders, of its intention
to exchange this Global Eighth Issuer Note for Definitive Eighth Issuer
Notes on or after the Exchange Date (as defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth 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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer Note for
Definitive Eighth Issuer Notes this Global Eighth Issuer Note, shall be
surrendered to or to the order of the Registrar and cancelled and, if the
holder of this Global Eighth Issuer Note requests, returned to it together
with any relevant Definitive Eighth Issuer Notes.
104
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal,
premium (if any) and interest in respect of Eighth Issuer Notes
represented by this Global Eighth Issuer Note will be made in accordance
with the Conditions. Upon any payment of principal, premium or interest
on this Global Eighth Issuer Note the amount so paid shall be endorsed by
or on behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO. 8) PLC
By: .......................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
105
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
e e e e
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
106
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
e e e
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
107
PART 10
SERIES 3 CLASS C GLOBAL EIGHTH ISSUER NOTE
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 3 CLASS C GLOBAL EIGHTH ISSUER NOTE
representing up to
[E57,500,000] SERIES 3 CLASS C FLOATING RATE EIGHTH ISSUER NOTES DUE
[JULY 2040]
This Series 3 Class C Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 3
Class C Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [fifty seven million five hundred
thousand euros (e57,500,000)] and governed by an Eighth Issuer Trust Deed
dated[{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the Eighth
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 Eighth 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 Eighth
Issuer Master Definitions and Construction Schedule, both dated [{circle}
April], 2004 and signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Eighth Issuer Note shall be that amount
not exceeding [e29,000,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the
108
date hereof [twenty nine million euros (e29,000,000)]) 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 Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Eighth
Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Eighth Issuer Notes which would not be required were the relevant
Eighth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Eighth Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth
Issuer, and the Eighth Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Eighth Issuer Note
for Definitive Eighth Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth 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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
109
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Eighth Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO.8) PLC
By: .......................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
110
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
e e e e
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
111
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
e e e
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
112
PART 11
SERIES 4 CLASS A1 GLOBAL EIGHTH ISSUER NOTE
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 4 CLASS A1 GLOBAL EIGHTH ISSUER NOTE
representing up to
[{pound-sterling}500,000,000] SERIES 4 CLASS A1 FLOATING
RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
This Series 4 Class A1 Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 4
Class A1 Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH
ISSUER), designated as specified in the title hereof (the EIGHTH ISSUER NOTES),
limited to the aggregate principal amount of up to [five hundred million pounds
sterling ({pound-sterling}500,000,000)] and governed by an Eighth Issuer Trust
Deed dated [{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between the
Eighth 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 Eighth 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 Eighth
Issuer Master Definitions and Construction Schedule, both dated [{circle}
April], 2004 and signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Eighth Issuer Note shall be that amount
not exceeding [{pound-sterling}500,000,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the
113
date hereof [five hundred million pounds sterling
({pound-sterling}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 Eighth 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
Eighth 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 Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}te 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 Eighth
Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Eighth Issuer Notes which would not be required were the relevant
Eighth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Eighth Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth
Issuer, and the Eighth Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Eighth Issuer Note
for Definitive Eighth Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
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 Eighth Issuer
Note for Definitive Eighth Issuer Notes, this Global Eighth Issuer Note
shall be surrendered to or to the order of the Registrar and cancelled
and, if the holder of this Global Eighth Issuer Note requests, returned
to it together with any relevant Definitive Eighth Issuer Notes.
114
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Eighth Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO.8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth 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
115
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
{pound- {pound- {pound- {pound-
sterling} sterling} sterling} sterling}
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
116
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
{pound-sterling} {pound-sterling} {pound-sterling}
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
117
PART 12
SERIES 4 CLASS B GLOBAL EIGHTH ISSUER NOTE
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 4 CLASS B GLOBAL EIGHTH ISSUER NOTE
representing up to
[{pound-sterling}26,300,000] SERIES 4 CLASS B FLOATING RATE
EIGHTH ISSUER NOTES DUE [JULY 2040]
This Series 4 Class B Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 4
Class B Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [twenty six million three hundred
thousand pounds ({pound-sterling}26,300,000)] and governed by an Eighth Issuer
Trust Deed dated [{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between
the Eighth 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 Eighth 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 Eighth
Issuer Master Definitions and Construction Schedule, both dated [{circle}
April], 2004, and signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Eighth Issuer Note shall be that amount
not exceeding [{pound-sterling}26,300,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
118
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof twenty six
million three hundred thousand pounds ({pound-sterling}26,300,000)]) 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 Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
1. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Eighth
Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Eighth Issuer Notes which would not be required were the relevant
Eighth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Eighth Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth
Issuer, and the Eighth Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Eighth Issuer Note
for Definitive Eighth Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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 Eighth
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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or,
119
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 Eighth Issuer Note for Definitive Eighth Issuer
Notes, this Global Eighth Issuer Note shall be surrendered to or to the
order of the Registrar and cancelled and, if the holder of this Global
Eighth Issuer Note requests, returned to it together with any relevant
Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Eighth Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO.8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth Issuer Note is duly authenticated
without recourse, warranty or liability.
120
........................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
121
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
{pound- {pound- {pound- {pound-
sterling} sterling} sterling} sterling}
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
122
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
{pound-sterling} {pound-sterling} {pound-sterling}
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
123
PART 13
SERIES 4 CLASS C GLOBAL EIGHTH ISSUER NOTE
THIS EIGHTH 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 EIGHTH 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.8) PLC
(Incorporated with limited liability in England with registered number 4992222)
SERIES 4 CLASS C GLOBAL EIGHTH ISSUER NOTE
representing up to
[{pound-sterling}44,800,000] SERIES 4 CLASS C FLOATING RATE
EIGHTH ISSUER NOTES DUE [JULY 2040]
This Series 4 Class C Eighth Issuer Note is a Global Eighth Issuer Note without
principal or interest coupons in respect of a duly authorised issue of Series 4
Class C Eighth Issuer Notes of Xxxxxx Financing (No. 8) PLC (the EIGHTH ISSUER),
designated as specified in the title hereof (the EIGHTH ISSUER NOTES), limited
to the aggregate principal amount of up to [forty four million eight hundred
thousand pounds ({pound-sterling}44,800,000)] and governed by an Eighth Issuer
Trust Deed dated [{circle} April], 2004 (the EIGHTH ISSUER TRUST DEED) between
the Eighth 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 Eighth 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 Eighth
Issuer Master Definitions and Construction Schedule, both dated [{circle}
April], 2004 and signed for the purposes of identification by Xxxxx & Xxxxx and
Xxxxxxxxx and May, and the Eighth Issuer Trust Deed. The aggregate principal
amount from time to time of this Global Eighth Issuer Note shall be that amount
not exceeding [{pound-sterling}44,800,000] 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 Eighth Issuer Note. This Global Eighth Issuer Note is evidence of
entitlement only. Title to the Global Eighth Issuer Notes passes only on due
registration in the Register and only the registered holder is entitled to
payment in respect of this Global Eighth Issuer Note.
124
1. PROMISE TO PAY
Subject as provided in this Global Eighth Issuer Note the Eighth Issuer
promises to pay to the registered holder hereof the principal amount of
this Global Eighth Issuer Note (being at the date hereof [forty four
million eight hundred thousand pounds ({pound-sterling}44,800,000)] 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 Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
2. EXCHANGE FOR DEFINITIVE EIGHTH ISSUER NOTES AND PURCHASES
This Global Eighth Issuer Note will be exchangeable (free of charge to
the holder) for Definitive Eighth Issuer Notes only if (i) both Euroclear
Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR) and
Clearstream Banking, soci{e'}t{e'} 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 Eighth
Issuer Closing Date, the Eighth Issuer or any Paying Agent is or will be
required to make any deduction or withholding from any payment in respect
of the Eighth Issuer Notes which would not be required were the relevant
Eighth Issuer Notes in definitive registered form. Thereupon the holder
of this Global Eighth Issuer Note (acting on the instructions of (a)
holder(s) of (a) Book-Entry Interest(s)) may give notice to the Eighth
Issuer, and the Eighth Issuer may give notice to the Note Trustee and the
Noteholders, of its intention to exchange this Global Eighth Issuer Note
for Definitive Eighth Issuer Notes on or after the Exchange Date (as
defined below).
On or after the Exchange Date, the holder of this Global Eighth Issuer
Note shall surrender this Global Eighth Issuer Note to or to the order of
the Registrar. In exchange for this Global Eighth Issuer Note the Eighth
Issuer will deliver, or procure the delivery of, Definitive Eighth 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
Eighth 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 Eighth Issuer Note in
accordance with the Eighth Issuer Trust Deed, the Conditions and the
Eighth 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 Eighth
Issuer on Part II of the Schedule hereto, whereupon the principal amount
hereof shall be increased or,
125
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 Eighth Issuer Note for Definitive Eighth Issuer
Notes, this Global Eighth Issuer Note shall be surrendered to or to the
order of the Registrar and cancelled and, if the holder of this Global
Eighth Issuer Note requests, returned to it together with any relevant
Definitive Eighth Issuer Notes.
3. PAYMENTS
Until the entire principal amount of this Global Eighth Issuer Note has
been extinguished, this Global Eighth Issuer Note shall be entitled to
the benefit of and be bound by the Conditions, the Eighth Issuer Trust
Deed and the Eighth Issuer Deed of Charge. Payments of principal, premium
(if any) and interest in respect of Eighth Issuer Notes represented by
this Global Eighth Issuer Note will be made in accordance with the
Conditions. Upon any payment of principal, premium or interest on this
Global Eighth Issuer Note the amount so paid shall be endorsed by or on
behalf of the Registrar on behalf of the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Note is governed by, and shall be construed in
accordance with, the laws of England.
IN WITNESS WHEREOF the Eighth Issuer has caused this Global Eighth Issuer Note
to be signed manually or in facsimile by a person duly authorised on its
behalf.
XXXXXX FINANCING (NO.8) PLC
By: .........................................
(Duly authorised)
Issued in London, England on [{circle} April], 2004.
CERTIFICATE OF AUTHENTICATION
This Global Eighth Issuer Note is duly authenticated
without recourse, warranty or liability.
126
.................................................................................
Xxxx authorised
for and on behalf of
JPMORGAN CHASE BANK, LONDON BRANCH
as Principal Paying Agent
127
THE SCHEDULE
PART 1
PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST
The following payments on this Global Eighth Issuer Note have been made:
Date Interest Premium Principal Remaining principal amount of Notation made on
made paid paid paid this Global Eighth Issuer Note behalf of the Eighth
following such payment Issuer
{pound- {pound- {pound- {pound-
sterling} sterling} sterling} sterling}
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
______ ________ ________ _______ _________________________ _____________
128
PART 2
EXCHANGES, PURCHASES AND CANCELLATIONS
The following exchanges for Definitive Eighth Issuer Notes and purchases and
cancellations of a part of this Global Eighth Issuer Note have been made:
Date made Part of principal amount Part of principal amount Aggregate principal amount Notation made
exchanged for Definitive purchased and cancelled following such exchange, on behalf of
Eighth Issuer Notes purchase or cancellation the Eighth
Issuer
{pound-sterling} {pound-sterling} {pound-sterling}
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
____________ ____________ _____________ ____________________ ___________
129
SCHEDULE 2
FORMS OF DEFINITIVE EIGHTH ISSUER NOTES
PART 1
SERIES 1 CLASS A DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO.8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[US$ 1,850,000,000] SERIES 1 CLASS A ASSET BACKED FLOATING RATE
EIGHTH ISSUER NOTES DUE [APRIL 2005]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of US$ ( US
dollars) and is/are entitled on the Interest Payment Date falling in [{circle}]
(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
Eighth 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 Eighth 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 Eighth Issuer
Trust Deed.
1
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ............................
Director
By: ............................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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 EIGHTH 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 Eighth Issuer Note and all
rights hereunder, hereby irrevocably constituting and appointing
......................... as attorney to transfer such principal amount of this
Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
4
PART 2
SERIES 1 CLASS B DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[US$62,900,000] SERIES 1 CLASS B ASSET BACKED FLOATING RATE EIGHTH
ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated 7th April,
2004 made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE BANK
OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes (the
NOTE TRUSTEE) and issued as registered Eighth Issuer Notes in denominations of
US$1,000, US$10,000 or US$100,000 each or integral multiples thereof, or in
such other denominations as the Note Trustee shall determine and notify to the
relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of US$ (
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
Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
5
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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 EIGHTH 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 Eighth Issuer Note and
all rights hereunder, hereby irrevocably constituting and appointing
.................................. as attorney to transfer such principal amount
of this Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
8
PART 3
SERIES 1 CLASS C DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[US$107,300,000] SERIES 1 CLASS C ASSET BACKED FLOATING RATE EIGHTH
ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of US$
( 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
Eighth Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 1 Class C Eighth 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 Eighth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ............................
Director
By: ............................
Director
9
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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 EIGHTH 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 Eighth Issuer Note and all
rights hereunder, hereby irrevocably constituting and appointing
.................................. as attorney to transfer such principal amount
of this Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
12
PART 4
SERIES 2 CLASS A DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[US$1,500,000,000] SERIES 2 CLASS A ASSET BACKED FLOATING RATE
EIGHTH ISSUER NOTES DUE [APRIL 2011]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated {circle},
2003 made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE BANK
OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes (the
NOTE TRUSTEE) and issued as registered Eighth Issuer Notes in denominations of
US$1,000, US$10,000 or US$100,000 each or integral multiples thereof, or in
such other denominations as the Note Trustee shall determine and notify to the
relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of
US$ ( US dollars) and is/are entitled on the Interest Payment
Date falling in [{circle}] (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
Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
13
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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 EIGHTH 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 Eighth Issuer Note and all
rights hereunder, hereby irrevocably constituting and appointing
............................... as attorney to transfer such principal amount of
this Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
16
PART 5
SERIES 2 CLASS B DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[US$45,900,000] SERIES 2 CLASS B ASSET BACKED FLOATING RATE EIGHTH ISSUER
NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of US$ ( 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
Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
17
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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 EIGHTH 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$78,300 principal amount of this Eighth Issuer Note and all rights hereunder,
hereby irrevocably constituting and appointing .......................... as
attorney to transfer such principal amount of this Eighth Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
20
PART 6
SERIES 2 CLASS C DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[US$87,000,000] SERIES 2 CLASS C ASSET BACKED FLOATING RATE EIGHTH
ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of US$ ( 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
Eighth Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 2 Class C Eighth 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 Eighth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
21
By: ...........................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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 EIGHTH 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 Eighth Issuer Note and all rights hereunder, hereby irrevocably
constituting and appointing
.......................................................... as attorney to
transfer such principal amount of this Eighth Issuer Note in the register
maintained by or on behalf of XXXXXX FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
24
PART 7
SERIES 3 CLASS A DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
XXXXXX FINANCING (NO. 8) PLC
(Incorporated with limited liability in England with registered number *)
[US$500,000,000] SERIES 4 CLASS A2 ASSET BACKED FLOATING RATE
EIGHTH ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth Issuer Notes in
denominations of US$1,000, US$10,000 or US$100,000 each or integral multiples
thereof, or in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders.
THIS IS TO CERTIFY that
is/are the registered holder(s) of one of the above-mentioned registered Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of
US$ ( 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
Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
25
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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 EIGHTH 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 Eighth Issuer Note and all rights
hereunder, hereby irrevocably constituting and appointing ....................
as attorney to transfer such principal amount of this Eighth Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
28
PART 8
SERIES 3 CLASS A DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[E990,000,000] SERIES 3 CLASS A ASSET BACKED FLOATING RATE EIGHTH
ISSUER NOTES DUE [APRIL 2020]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated 7th April,
2004 made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and [THE
BANK OF NEW YORK], as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth 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 Eighth
Issuer Notes, such Eighth Issuer Note being in the denomination of e ( euro)
and is/are entitled on the Interest Payment Date falling in [April 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:
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
Eighth 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 Eighth
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 Eighth Issuer Trust Deed.
29
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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
30
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
31
FORM OF TRANSFER OF DEFINITIVE EIGHTH 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 Eighth Issuer Note and all rights
hereunder, hereby irrevocably constituting and appointing .....................
as attorney to transfer such principal amount of this Eighth Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in
every particular, without alteration or enlargement or any change
whatever.
32
PART 9
SERIES 3 CLASS B DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
1,000/10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[E34,000,000] SERIES 3 CLASS B ASSET BACKED FLOATING RATE EIGHTH
ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth 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 Eighth
Issuer Notes, such Eighth 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
Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
33
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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
34
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
35
FORM OF TRANSFER OF DEFINITIVE EIGHTH 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 Eighth Issuer Note and all rights
hereunder, hereby irrevocably constituting and appointing ....................
as attorney to transfer such principal amount of this Eighth Issuer Note in the
register maintained by or on behalf of XXXXXX FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in every
particular, without alteration or enlargement or any change whatever.
36
PART 10
SERIES 3 CLASS C DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
500,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 492222)
[E57,500,000] SERIES 3 CLASS C ASSET BACKED FLOATING RATE EIGHTH
ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by an Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth 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 Eighth
Issuer Notes, such Eighth 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
Eighth Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 3 Class C Eighth 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 Eighth Issuer Trust Deed.
37
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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
38
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
39
FORM OF TRANSFER OF DEFINITIVE EIGHTH 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 Eighth Issuer Note and all
rights hereunder, hereby irrevocably constituting and appointing
........................ as attorney to transfer such principal amount of this
Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in every
particular, without alteration or enlargement or any change whatever.
40
PART 11
SERIES 4 CLASS A1 DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
10,000/100,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS EIGHTH 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 EIGHTH 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.8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[{pound-sterling}500,000,000] SERIES 4 CLASS A2 ASSET BACKED
FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth 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 Eighth
Issuer Notes, such Eighth 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
Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
41
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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
42
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
43
FORM OF TRANSFER OF DEFINITIVE EIGHTH 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 Eighth Issuer
Note and all rights hereunder, hereby irrevocably constituting and appointing
......................... as attorney to transfer such principal amount of this
Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in every
particular, without alteration or enlargement or any change whatever.
44
PART 12
SERIES 4 CLASS B DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
500,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[{pound-sterling}26,300,000] SERIES 4 CLASS B ASSET BACKED
FLOATING RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth 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 Eighth
Issuer Notes, such Eighth 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
Eighth 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 Eighth 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 Eighth Issuer Trust Deed.
45
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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.
46
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schedule 3]
47
FORM OF TRANSFER OF DEFINITIVE EIGHTH 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 Eighth Issuer Note and all
rights hereunder, hereby irrevocably constituting and appointing
........................ as attorney to transfer such principal amount of this
Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in every
particular, without alteration or enlargement or any change whatever.
48
PART 13
SERIES 4 CLASS M DEFINITIVE EIGHTH ISSUER NOTE
-------------------------------------------------------------------------------
500,000 ISIN: [{circle}] [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------
THIS EIGHTH 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 EIGHTH 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. 8) PLC
(Incorporated with limited liability in England with registered number 4992222)
[{pound-sterling}44,800,000] SERIES 4 CLASS C ASSET BACKED FLOATING
RATE EIGHTH ISSUER NOTES DUE [JULY 2040]
This Eighth Issuer Note forms one of a series of Eighth Issuer Notes governed
by a Eighth Issuer Trust Deed (the EIGHTH ISSUER TRUST DEED) dated [7th April,
2004] made between XXXXXX FINANCING (NO. 8) PLC (the EIGHTH ISSUER) and THE
BANK OF NEW YORK, as trustee for the Noteholders of the Eighth Issuer Notes
(the NOTE TRUSTEE) and issued as registered Eighth 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 Eighth
Issuer Notes, such Eighth 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:
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
Eighth Issuer Trust Deed.
Interest is payable on the Principal Amount Outstanding (as defined in
Condition 5(C) endorsed hereon) of this Series 4 Class C Eighth 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 Eighth Issuer Trust Deed.
49
IN WITNESS WHEREOF this registered Eighth Issuer Note has been executed on
behalf of the Eighth Issuer.
XXXXXX FINANCING (NO. 8) PLC
By: ...........................
Director
By: ...........................
Director
Dated
CERTIFICATE OF AUTHENTICATION
This Eighth 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
50
(REVERSE OF NOTE)
THE CONDITIONS
[In the form set out in Schdule 3]
51
FORM OF TRANSFER OF DEFINITIVE EIGHTH 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 Eighth Issuer Note and all rights
hereunder, hereby irrevocably constituting and appointing
........................ as attorney to transfer such principal amount of this
Eighth Issuer Note in the register maintained by or on behalf of XXXXXX
FINANCING (NO. 8) 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 Eighth Issuer Trust Deed
and the Eighth 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 Eighth Issuer Note in every
particular, without alteration or enlargement or any change whatever.
52
SCHEDULE 3
TERMS AND CONDITIONS OF THE OFFERED ISSUER NOTES
The Eighth Issuer Notes, as more fully defined in Condition 16 below, of Xxxxxx
Financing (No. 8) PLC (the EIGHTH ISSUER) are constituted by a trust deed (the
EIGHTH 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 Eighth 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 Eighth
Issuer Trust Deed) as trustee for the Eighth Issuer Noteholders.
The security for the Eighth 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
EIGHTH 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 Eighth Issuer and The Bank of New York (in this capacity, the
EIGHTH ISSUER SECURITY TRUSTEE, which expression includes its successors or any
other security trustee under the Eighth Issuer Deed of Charge).
By a paying agent and agent bank agreement dated on or about the Closing Date
(the EIGHTH 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 Eighth 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 Eighth 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 Eighth
Issuer Notes. The statements in these Conditions include summaries of, and are
subject to, the detailed provisions of the Eighth Issuer Trust Deed, the Eighth
Issuer Deed of Charge and the Eighth Issuer Paying Agent and Agent Bank
Agreement.
Copies of the Eighth Issuer Trust Deed, the Eighth Issuer Deed of Charge,
an amended and restated master definitions and construction schedule dated on or
about the Closing Date and a Eighth 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 Eighth Issuer Paying Agent and
Agent Bank Agreement and each of the other Eighth 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 Eighth 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 Eighth Issuer Trust Deed,
the Eighth Issuer Deed of Charge, the Eighth Issuer Intercompany Loan Agreement,
the Funding Deed of Charge, the Eighth Issuer Cash Management Agreement, the
Eighth Issuer Paying Agent and Agent Bank Agreement, the Eighth Issuer Swap
Agreements and the other Eighth Issuer Transaction Documents.
53
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 Eighth Issuer Notes was authorised by a resolution of the
Board of Directors of the Eighth Issuer passed on {circle} , 2004.
1. Form, Denomination and Title
(A) Form and Denomination
The Series 1 Eighth Issuer Notes, the Series 2 Eighth Issuer Notes and the
Series 4 Class A1 Eighth 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 Eighth Issuer Notes, the
Series 2 Eighth Issuer Notes and the Series 4 Class A1 Eighth Issuer Notes will
initially be represented by a separate global note in registered form (the
SERIES 1 CLASS A GLOBAL EIGHTH ISSUER NOTE, the SERIES 1 CLASS B GLOBAL EIGHTH
ISSUER NOTE, the SERIES 1 CLASS C GLOBAL EIGHTH ISSUER NOTE, the SERIES 2 CLASS
A GLOBAL EIGHTH ISSUER NOTE, the SERIES 2 CLASS B GLOBAL EIGHTH ISSUER NOTE,
the SERIES 2 CLASS C GLOBAL EIGHTH ISSUER NOTE and the SERIES 4 CLASS A1 GLOBAL
EIGHTH ISSUER NOTE and together the DOLLAR GLOBAL EIGHTH 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 Eighth Issuer Notes and the Series 2 Eighth Issuer
Notes. The Dollar Global Eighth 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 Eighth Issuer Notes and the Series 4 Eighth Issuer Notes (other
than the Series 4 Class A1 Eighth 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 Eighth Issuer Notes and the Series 4 Eighth Issuer
Notes (other than the Series 4 Class A1 Eighth Issuer Notes) will initially be
represented by a separate global note in registered form (the SERIES 3 CLASS A
GLOBAL NOTE, the SERIES 3 CLASS B GLOBAL EIGHTH ISSUER NOTE and the SERIES 3
CLASS C GLOBAL EIGHTH ISSUER NOTE and together, the SERIES 3 REG S GLOBAL
EIGHTH ISSUER NOTES, the SERIES 4 CLASS A2 GLOBAL EIGHTH ISSUER NOTE, the
SERIES 4 CLASS B GLOBAL EIGHTH ISSUER NOTE and the SERIES 4 CLASS C GLOBAL
EIGHTH ISSUER NOTE and together, the SERIES 4 REG S GLOBAL EIGHTH 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 Eighth Issuer Notes and the Series 4 Eighth Issuer Notes (other than
the Series 4 Class A1 Eighth Issuer Notes). The Series 3 Reg S Global Eighth
Issuer Notes and the Series 4 Reg S Global Eighth 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, soci{e'}t{e'}
anonyme (CLEARSTREAM, LUXEMBOURG) and Euroclear Bank S.A./N.V., as operator of
the Euroclear System (EUROCLEAR).
The Dollar Global Eighth Issuer Notes, the Series 3 Reg S Global Eighth Issuer
Notes and the Series 4 Reg S Global Eighth Issuer Notes are collectively
referred to herein as the GLOBAL EIGHTH ISSUER NOTES.
For so long as any Eighth Issuer Notes are represented by a Global Eighth
Issuer Note, transfers and exchanges of beneficial interests in such Global
Eighth 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.
54
A Global Eighth Issuer Note will be exchanged for Eighth Issuer Notes of the
relevant series and class and (in the case of the Dollar Global Eighth Issuer
Notes) type in definitive registered form (DEFINITIVE EIGHTH ISSUER NOTES) only
if any of the following applies:
(i) (in the case of Dollar Global Eighth Issuer Notes) DTC has notified
the Eighth Issuer that it is at any time unwilling or unable to
continue as holder of such Global Eighth 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 Eighth Issuer within 90 days of such
notification or (in the case of Series 3 Reg S Global Eighth Issuer
Notes or the Series 4 Reg S Global Eighth 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 Eighth Issuer or
any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Eighth Issuer Notes
which would not be required were the Eighth Issuer Notes in
definitive registered form.
If Definitive Eighth Issuer Notes are issued, the beneficial interests
represented by the Dollar Global Eighth Issuer Note of each series and class,
the Series 3 Reg S Eighth Issuer Global Note of each class and the Series 4 Reg
S Eighth Issuer Global Note of each class shall be exchanged by the Eighth
Issuer for Eighth Issuer Notes of such series and classes in definitive form
(DOLLAR DEFINITIVE EIGHTH ISSUER NOTES, SERIES 3 REG S DEFINITIVE EIGHTH ISSUER
NOTES and SERIES 4 REG S DEFINITIVE EIGHTH ISSUER NOTES). The aggregate
principal amount of the Dollar Definitive Eighth Issuer Notes, Series 3 Reg S
Definitive Eighth Issuer Notes and Series 4 Reg S Definitive Eighth 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 Eighth Issuer
Notes of each series and class, the corresponding Sterling Global Eighth Issuer
Notes of each class and the corresponding Euro Global Eighth Issuer Notes of
each class, respectively subject to and in accordance with the detailed
provisions of these Conditions, the Eighth Issuer Paying Agent and Agent Bank
Agreement, the Eighth Issuer Trust Deed and the relevant Global Eighth Issuer
Note.
The denominations of any Definitive Eighth Issuer Notes issued will be as
follows:
{circle} Series 1 Eighth Issuer Notes, Series 2 Eighth Issuer Notes and
Series 4 Class A2 Eighth Issuer Notes: $1,000, $10,000 and $100,000;
{circle} Series 3 Class A Eighth Issuer Notes, Series 3 Class B Eighth
Issuer Notes and Series 3 Class C Eighth Issuer Notes,
{circle} Series 4, Series 4 Class A1 Eighth Issuer Date, Series 4 Class B
Eighth Issuer Notes and Series 4 Class C Eighth Issuer Date:
{pound-sterling}500,00 {pound-sterling}10,000 and
{pound-sterling}100,000.
55
and integral multiples thereof, and in such other denominations as the Note
Trustee shall determine and notify to the relevant Eighth Issuer Noteholders.
References to EIGHTH ISSUER NOTES shall include the Global Eighth Issuer Notes
and the Definitive Eighth Issuer Notes.
(B) Title
Title to the Global Eighth Issuer Notes shall pass by and upon registration in
the register (the REGISTER) which the Eighth Issuer shall procure to be kept by
the Registrar. The registered holder of any Global Eighth 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 Eighth 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 Eighth Issuer Note shall pass by and upon registration in
the Register. Such Definitive Eighth Issuer Notes may be transferred in whole
upon the surrender of the relevant Definitive Eighth 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 Eighth Issuer Notes are
subject to any restrictions on transfer set forth on such Definitive Eighth
Issuer Notes and the detailed regulations concerning transfers in the Eighth
Issuer Paying Agent and Agent Bank Agreement.
Each new Definitive Eighth Issuer Note to be issued upon transfer of such
Definitive Eighth Issuer Note will, within five Business Days of receipt and
surrender of such Definitive Eighth 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 Eighth Issuer Note to such address as may be specified in the
relevant form of transfer.
Registration of a Definitive Eighth 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 Eighth Issuer Notes are not issuable in bearer form.
2. Status, Security and Priority
(A) Status of the Class A Eighth Issuer Notes
The Series 1 Class A Eighth Issuer Notes, the Series 2 Class A Eighth Issuer
Notes, the Series 3 Class A Eighth Issuer Notes, the Series 4 Class A1 Eighth
Issuer Notes and the Series 4 Class A2 Eighth Issuer Notes (together the CLASS
A EIGHTH ISSUER NOTES) constitute direct, secured and unconditional obligations
of the Eighth Issuer and are secured by the same security that secures the
Class B Eighth Issuer Notes (as defined below), and the Class C Issuer Notes
(as defined below). Subject to the provisions of Condition 5 below, the Class A
Eighth 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 Eighth Issuer Notes set out in the Eighth Issuer Cash
Management Agreement, the Eighth Issuer Deed of Charge, the Funding Deed of
Charge and the other Eighth Issuer Transaction Documents, payments of principal
and interest on the Class A Eighth Issuer Notes will be senior to such payments
on the Class B Eighth Issuer Notes and the Class M Eighth Issuer Notes, subject
as provided herein and in the Eighth Issuer Cash Management Agreement, the
Eighth Issuer Deed of Charge, the Funding Deed of Charge and the other Eighth
Issuer Transaction Documents.
56
(B) Status of the Class B Eighth Issuer Notes
The Series 1 Class B Eighth Issuer Notes, the Series 2 Class B Eighth Issuer
Notes, the Series 3 Class B Eighth Issuer Notes and the Series 4 Class B Eighth
Issuer Notes (together the CLASS B EIGHTH ISSUER NOTES) constitute direct,
secured and unconditional obligations of the Eighth Issuer and are secured by
the same security that secures the Class A Eighth Issuer Notes and the Class C
Eighth Issuer Notes. The Class B Eighth 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 Eighth Issuer
Notes set out in the Eighth Issuer Cash Management Agreement, the Eighth Issuer
Deed of Charge, the Funding Deed of Charge and the other Eighth Issuer
Transaction Documents, payments of principal and interest on the Class B Eighth
Issuer Notes are subordinated to payments of principal and interest on the
Class A Eighth Issuer Notes and will be senior to such payments of principal
and interest on the Class C Eighth Issuer Notes, subject as provided herein and
in the Eighth Issuer Cash Management Agreement, the Eighth Issuer Deed of
Charge, the Funding Deed of Charge and the other Eighth Issuer Transaction
Documents.
(C) Status of the Class C Eighth Issuer Notes
The Series 1 Class C Eighth Issuer Notes, the Series 2 Class C Eighth Issuer
Notes, the Series 3 Class C Eighth Issuer Notes and the Series 4 Class C Eighth
Issuer Notes (together the CLASS C EIGHTH ISSUER NOTES) constitute direct,
secured and unconditional obligations of the Eighth Issuer and are secured by
the same security that secures the Class A Eighth Issuer Notes and the Class B
Eighth Issuer Notes. The Class C Eighth 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 Eighth Issuer
Notes set out in the Eighth Issuer Cash Management Agreement, the Eighth Issuer
Deed of Charge, the Funding Deed of Charge and the other Eighth Issuer
Transaction Documents, payments of principal and interest on the Class C Eighth
Issuer Notes are subordinated to payments of principal and interest on the
Class A Eighth Issuer Notes and the Class B Eighth Issuer Notes.
(D) Conflict between the classes of Eighth Issuer Notes
Each of the Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge
contains provisions requiring the Note Trustee and the Eighth Issuer Security
Trustee to have regard to the interests of the Class A Eighth Issuer
Noteholders, the Class B Eighth Issuer Noteholders and the Class M Eighth
Issuer Noteholders equally as regards all powers, trusts, authorities, duties
and discretions of the Note Trustee and the Eighth Issuer Security Trustee
(except where expressly provided otherwise), but requiring the Note Trustee and
the Eighth Issuer Security Trustee to have regard (a) (for so long as there are
any Class A Eighth Issuer Notes Outstanding (as that term is defined in the
Eighth Issuer Trust Deed)) only to the interests of the Class A Eighth Issuer
Noteholders if, in the Note Trustee's or the Eighth Issuer Security Trustee's
opinion, there is or may be a conflict between the interests of the Class A
Eighth Issuer Noteholders and/or the interests of the Class B Eighth Issuer
Noteholders and the interests of the Class M Eighth Issuer Noteholders and (b)
(once all the Class A Eighth Issuer Notes have been redeemed and for so long as
there are any Class B Eighth Issuer Notes Outstanding (as that term is defined
in the Eighth Issuer Trust Deed)) only to the interests of the Class B Eighth
Issuer Noteholders if, in the Note Trustee's or the Eighth Issuer Security
Trustee's opinion, there is or may be a conflict between the interests of the
Class B Eighth Issuer Noteholders and/or the interests of the Class C Eighth
Issuer Noteholders.Except where expressly provided otherwise, so long as any of
the Eighth 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 Eighth Issuer Security.
The Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge contain
provisions limiting the powers of the Class B Eighth Issuer Noteholders and the
Class C Eighth Issuer Noteholders, inter alia, to request or direct the Note
Trustee or the Eighth Issuer Security Trustee to take any action or to
57
pass an effective Extraordinary Resolution (as defined in the Eighth Issuer
Trust Deed) according to the effect thereof on the interests of the Class A
Eighth Issuer Noteholders. Except in certain circumstances set out in Condition
11, the Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge contain
no such limitation on the powers of the Class A Eighth Issuer Noteholders, the
exercise of which will be binding on the Class B Eighth Issuer Noteholders and
the Class C Eighth Issuer Noteholders respectively, irrespective of the effect
thereof on their interests.
Similarly, the Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge
contain provisions limiting the powers of the Class C Eighth Issuer
Noteholders, inter alia, to request or direct the Note Trustee or the Eighth
Issuer Security Trustee to take any action or to pass an effective
Extraordinary Resolution (as defined in the Eighth Issuer Trust Deed) according
to the effect thereof on the interests of the Class B Eighth Issuer
Noteholders. Except in certain circumstances set out in Condition 11, the
Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge contain no such
limitation on the powers of the Class B Eighth Issuer Noteholders, the exercise
of which will be binding on the Class C Eighth Issuer Noteholders, irrespective
of the effect thereof on their interests.
The Eighth Issuer Trust Deed and Condition 11 below also contain provisions
regarding the resolution of disputes between the holders of the Series 1 Class
A Eighth Issuer Notes, the Series 2 Class A Eighth Issuer Notes, the Series 3
Class A Eighth Issuer Notes, the Series 4 Class A1 Eighth Issuer Notes and the
Series 4 Class A2 Eighth Issuer Notes; between the holders of the Series 1
Class B Eighth Issuer Notes, the Series 2 Class B Eighth Issuer Notes, the
Series 3 Class B Eighth Issuer Notes and the Series 4 Class B Eighth Issuer
Notes; and between the holders of the Series 1 Class C Eighth Issuer Notes, the
Series 2 Class C Eighth Issuer Notes, the Series 3 Class C Eighth Issuer Notes
and the Series 4 Class C Eighth Issuer Notes.
The Note Trustee and the Eighth 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 Conditions or any of the
Transaction Documents, that such exercise will not be materially prejudicial to
the interests of the Eighth 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 Eighth Issuer Notes would not
be adversely affected by such exercise.
The Eighth Issuer Noteholders will share in the benefit of the security created
by the Eighth Issuer Deed of Charge, upon and subject to the terms thereof.
(E) Security
As security for, inter alia, the payment of all monies payable in respect of
the Eighth Issuer Notes, the Eighth Issuer has entered into the Eighth Issuer
Deed of Charge creating, inter alia, the following security (the EIGHTH ISSUER
SECURITY) in favour of the Eighth Issuer Security Trustee for itself and on
trust for the other persons to whom secured amounts are outstanding (the EIGHTH
ISSUER SECURED CREDITORS):
(i) an assignment and charge by way of first fixed security of the Eighth
Issuer's rights under those Transaction Documents to which the Eighth
Issuer is a party, including:
(a) a loan agreement between the Eighth Issuer, the Eighth Issuer
Security Trustee and Xxxxxx Funding Limited (FUNDING) dated on or
about the Closing Date (the EIGHTH 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
58
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 26th March, 2003 and a second deed of accession to the
amended and restated deed of charge between, inter alios, the
Security Trustee the Eighth Issuer and Funding dated on or about the
closing date (the FUNDING DEED OF CHARGE);
(c) the Series 1 Class A Eighth Issuer Dollar Currency Swap Agreement,
the Series 1 Class B Eighth Issuer Dollar Currency Swap Agreement,
the Series 1 Class C Eighth Issuer Dollar Currency Swap Agreement,
the Series 2 Class A Eighth Issuer Dollar Currency Swap Agreement,
the Series 2 Class B Eighth Issuer Dollar Currency Swap Agreement,
the Series 2 Class C Eighth Issuer Dollar Currency Swap Agreement
and the Series 4 Class A1 Eighth Issuer Dollar Currency Swap
Agreement (each as defined in Condition 16 below) in relation to,
respectively, the Series 1 Class A Eighth Issuer Notes, the Series 1
Class B Eighth Issuer Notes, the Series 1 Class C Eighth Issuer
Notes, the Series 2 Class A Eighth Issuer Notes, the Series 2 Class
B Eighth Issuer Notes, the Series 2 Class C Eighth Issuer Notes and
the Series 4 Class A1 Eighth Issuer Notes (together the EIGHTH
ISSUER DOLLAR CURRENCY SWAP AGREEMENTS);
(d) the Series 3 Class A Eighth Issuer Euro Currency Swap Agreement, the
Series 3 Class A Eighth Issuer Euro Currency Swap Agreement, the
Series 3 Class C Eighth Issuer Euro Currency Swap Agreement, the
Series 4 Class B Eighth Issuer Euro Currency Swap Agreement and the
Series 3 Class C Eighth Issuer Euro Currency Swap Agreement (each as
defined in Condition 16 below) in relation to, respectively, the
Series 3 Class A Eighth Issuer Notes, the Series 3 Class B Eighth
Issuer Notes, the Series 3 Class C Eighth Issuer Notes, the Series 4
Class B Eighth Issuer Notes and the Series 4 Class C Eighth Issuer
Notes (together the EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENTS);
(f) the Eighth Issuer Paying Agent and Agent Bank Agreements;
(g) an underwriting agreement in relation to the Series 1 Class A Eighth
Issuer Notes, the Series 1 Class B Eighth Issuer Notes, the Series 1
Class C Eighth Issuer Notes, the Series 2 Class A Eighth Issuer
Notes, the Series 2 Class B Eighth Issuer Notes, the Series 2 Class
C Eighth Issuer Notes and the Series 4 Class A1 Eighth Issuer Notes
and a subscription agreement in relation to the Series 3 Class A
Eighth Issuer Notes Series 3 Class B Eighth Issuer Notes, the Series
3 Class C Eighth Issuer Notes, the Series 4 Class A2 Eighth Issuer
Notes, the Series 4 Class B Eighth Issuer Notes, and the Series 4
Class C Eighth Issuer Notes, in each case dated on or about [24th
March, 2004] between, inter alios, the Eighth Issuer and the
Underwriters and the Joint Lead 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 Eighth
Issuer (the EIGHTH ISSUER CORPORATE SERVICES AGREEMENT);
59
(i) a bank account agreement entered into on or about the Closing Date
between, inter alios, Abbey and Citibank, N.A., London Branch
(together the EIGHTH ISSUER ACCOUNT BANKS), the Eighth Issuer and
Abbey (the EIGHTH ISSUER CASH MANAGER) (the EIGHTH ISSUER BANK
ACCOUNT AGREEMENT);
(j) an issuer cash management agreement entered into on or about the
Closing Date between, inter alios, the Eighth Issuer Cash Manager
and the Eighth Issuer Security Trustee (the EIGHTH ISSUER CASH
MANAGEMENT AGREEMENT); and
(k) the Eighth Issuer Trust Deed,
and such other documents as are expressed to be subject to the charges
under the Eighth Issuer Deed of Charge;
(ii) a charge by way of first fixed charge (which may take effect as a floating
charge) over the Eighth Issuer's right, title, interest and benefit,
present and future, in and to the Eighth 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 Eighth Issuer from time to time in accordance with the
relevant Eighth 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 Eighth 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,
all as more particularly set out in the Eighth Issuer Deed of Charge.
3. Covenants
Save with the prior written consent of the Eighth Issuer Security Trustee or as
provided in or envisaged by these Conditions or any of the Eighth Issuer
Transaction Documents, the Eighth Issuer shall not, so long as any Eighth
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;
60
(C) Equitable and Beneficial Interest
permit any person other than itself and the Eighth 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 Eighth Issuer Bank Account Agreement or the Eighth Issuer Cash
Management Agreement;
(E) Restrictions on Activities
carry on any business other than as described in the Prospectus dated [24th
March, 2004] relating to the issue of the Eighth 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 Eighth Issuer Trust Deed or
the Eighth 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 Eighth Issuer Security to
be released from such obligations;
(I) Employees or Premises
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 Eighth Issuer Notes
purchase or otherwise acquire any Eighth 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.
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4. Interest
(A) Period of Accrual
Each Eighth Issuer Note bears interest on its Principal Amount Outstanding (as
defined in Condition 5(C)) from (and including) the Closing Date. Each Eighth
Issuer Note (or, in the case of redemption in part only of a Eighth Issuer
Note, that part only of such Eighth 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 Eighth
Issuer Note up to (but excluding) the date on which, on presentation of such
Eighth Issuer Note, payment in full of the relevant amount of principal is
made, or (if earlier) the eighth 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
Eighth Issuer Notes for any period (including any Interest Period (as defined
below)), such interest shall be calculated:
(i) in respect of the Series 1 Eighth Issuer Notes, the Series 2 Eighth
Issuer Notes and the Series 4 Class A1 Eighth Issuer Notes, the
Series 3 Eighth Issuer Notes, and the Series 4 Eighth Issuer Notes
(other than the Series 4 Class A2 Eighth Issuer Notes), on the basis
of actual days elapsed in a 360-day year; and
(ii) in respect of the Series 4 Class A2 Eighth Issuer Notes, on the
basis of actual days elapsed in a 365-day year.
(B) Interest Payment Dates and Interest Periods
Interest on the Eighth Issuer Notes (other than the Series 1 Class A Eighth
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).
Interest on the Series 1 Class A Eighth 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 Eighth Issuer
Security in accordance with the Eighth 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
and/or 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 Eighth Issuer Notes) the 15th day of [{circle}], and (in the case of
the Series 1 Class A Eighth Issuer Notes) the 15th day of [{circle}].
In these Conditions, INTEREST PERIOD shall mean:
(i) in respect of interest payments made in respect of the Eighth Issuer
Notes (other than the Series 1 Class A Eighth 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
62
(ii) in respect of the Series 1 Class A Eighth 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 Eighth Issuer Security in
accordance with the Eighth Issuer Deed of Charge, the Interest
Period for the Series 1 Class A Eighth 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 Eighth Issuer to pay interest on
the Class B Eighth Issuer Notes and the Class M Eighth 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 Eighth Issuer Note and/or each Class M Eighth Issuer Note in a proportion
equal to the proportion that the Principal Amount Outstanding of that Class B
Eighth Issuer Note or the Class M Eighth Issuer Note, as the case may be, bears
to the aggregate Principal Amount Outstanding of the Class B Eighth 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 Eighth Issuer's liabilities of a
higher priority) to the Eighth Issuer to pay such 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 Eighth Issuer Notes or the Class M Eighth 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
Eighth 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 Eighth Issuer Notes or
the Class M Eighth 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 Eighth Issuer Notes or the Class M Eighth 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 Eighth 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 Eighth Issuer Notes, the Series 2 Eighth Issuer Notes
and the Series 4 Class A1 Eighth 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 Eighth Issuer Notes, Series 2
63
Eighth Issuer Notes and the Series 4 Class A1 Eighth 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 Eighth 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 Eighth Issuer Notes,
the Series 1 Class B Eighth Issuer Notes, the Series 1 Class C
Eighth Issuer Notes, the Series 2 Class A Eighth Issuer Notes,
the Series 2 Class B Eighth Issuer Notes, the Series 2 Class C
Eighth Issuer Notes and the Series 4 Class A Eighth Issuer
Notes or, if the Initial Relevant Screen Rate is unavailable,
(in the case of the Series 1 Class A Eighth 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 Eighth Issuer Notes, the Series 2
Eighth Issuer Notes and the Series 4 Class A1 Eighth 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 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 Eighth 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 Eighth 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
64
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 3 Eighth Issuer Notes, the Series 4 Class B Eighth
Issuer Notes and the Series 4 Class C Eighth 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 3 Class Eighth Issuer Notes, the
Series 3 Class B Eighth Issuer Notes, the Series 3 Class
C Eighth Issuer Notes the Series Class B Eighth Issuer
Notes and the Series 4 Class C Eighth 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 3
Class A Eighth Issuer Notes, Series 3 Class B Eighth
Issuer Notes, Series 3 Class C Eighth Issuer Notes, the
Series 4 Class B Eighth Issuer Notes and the Series 4
Class C Eighth 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);
(ii) on each subsequent Euro Interest Determination Date, the
Agent Bank will determine the Relevant Screen Rate in
respect of the Series 3 Class A Eighth Issuer Notes,
Series 3 Class B Eighth Issuer Notes, Series 3 Class C
Eighth Issuer Notes, the Series 4 Class B Eighth Issuer
Notes and the Series 4 Class C Eighth 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
65
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 Eighth 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 4 Class A2 Eighth 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 4 Class A2 Eighth 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 the Series 4 Class A2
Eighth 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 4 Class A2 Eighth 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
66
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 Eighth 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 Eighth 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);
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 Eighth 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
Eighth Issuer Notes, the Series 1 Class C Eighth Issuer Notes, the
Series 2 Class A Eighth Issuer Notes, the Series 2 Class B Eighth
Issuer Notes, the Series 2 Class C Eighth Issuer Notes and the
Series 4 Class A1 Eighth 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
Eighth Issuer with the approval of the Note Trustee;
67
(ii) in respect of the Series 4 Class A1 Eighth Issuer Notes, the Series
4 Class B Eighth Issuer Notes and the Series 4 Class M Eighth 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 Eighth Issuer with the approval of the Note
Trustee; and
(iii) in respect of the Series 3 Class B Eighth Issuer Notes, the Series 3
Class M Eighth Issuer Notes and the Series 4 Class A2 Eighth 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 Eighth 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 Eighth Issuer Notes, [*] per
cent. per annum;
(ii) in respect of the Series 1 Class B Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
(iii) in respect of the Series 1 Class C Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
(iv) in respect of the Series 2 Class A Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
(v) in respect of the Series 2 Class B Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
(vi) in respect of the Series 2 Class C Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending [*]
and thereafter [*] per cent. per annum;
(vii) in respect of the Series 3 Class A Eighth Issuer Notes, 0.23 per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter 0.46 per cent. per annum;
(vii) in respect of the Series 3 Class B Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
(viii) in respect of the Series 3 Class C Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
68
(ix) in respect of the Series 4 Class A1 Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
(x) in respect of the Series 4 Class A2 Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum;
(xiii) in respect of the Series 4 Class B Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] per cent. per annum; and
(xiii) in respect of the Series 4 Class C Eighth Issuer Notes, [*] per
cent. per annum up to and including the Interest Period ending in
[*] and thereafter [*] 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 Eighth Issuer Notes, the arithmetic mean of
the offered quotations to leading banks for one-month Dollar
deposits in the London inter-bank market 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 Eighth Issuer Notes, the Series 1 Class C
Eighth Issuer Notes, the Series 2 Class A Eighth Issuer Notes,
the Series 2 Class B Eighth Issuer Notes, the Series 2 Class C
Eighth Issuer Notes and the Series 4 Class A1 Eighth 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 3 Eighth Issuer Notes, the Series 4 Class B Eighth
Issuer Notes and the Series 4 Class C Eighth Issuer Notes, the
arithmetic mean of the 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 4 Class A2 Eighth 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 Eighth 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
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(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 Eighth Issuer, the
Eighth 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 Eighth Issuer Notes, the Series 2 Eighth
Issuer Notes, the Series 3 Eighth Issuer Notes and the Series 4
Eighth Issuer Notes for the relevant Interest Period and (ii) the
Dollar amount (in the case of a Series 1 Eighth Issuer Note, a
Series 2 Eighth Issuer Note and a Series 4 Class A1 Eighth Issuer
Note), the Euro amount (in the case of a Series 3 Eighth Issuer
Note, a Series 4 Class B Eighth Issuer Note and a Series 4 Class C
Eighth Issuer Note) and the Sterling amount (in the case of a Series
4 Class A2 Eighth 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 Eighth Issuer
Note, Series 2 Eighth Issuer Note, Series 3 Eighth Issuer Note and
Series 4 Eighth Issuer Note.
(ii) The Interest Amount in respect of each class of Eighth Issuer Notes
shall be determined by applying the relevant Rate of Interest to the
Principal Amount Outstanding of the relevant Eighth Issuer Note,
multiplying the sum by the applicable day count fraction described
in Condition 4(A) and rounding the resultant figure to the nearest
$0.01 (in the case of the Series 1 Eighth Issuer Notes, the Series 2
Eighth Issuer Notes and the Series 4 Class A1 Eighth Issuer Notes),
the nearest Euro 0.01 (in the case of the Series 3 Eighth Issuer
Notes, the Series 4 Class B Eighth Issuer Note and the Series 4
Class C Eighth Issuer Note) and the nearest {pound-sterling}0.01 (in
the case of the Series 4 Class A1 Eighth Issuer Note), (half a
$0.01, half a Euro 0.01 and half a {pound-sterling}0.01 being
rounded upwards). For these purposes, in the case of the Series 1
Class A Eighth Issuer Notes, following the occurrence of a Trigger
Event or Enforcement of the Eighth Issuer Security in accordance
with the Eighth 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 Eighth 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 Eighth Issuer Notes for each
Interest Period and the Interest Payment Date falling at the end of such
Interest Period to be notified to the Eighth Issuer, the Eighth 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 Eighth Issuer Notes
are then listed, will cause notice thereof to be given to the Eighth 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 Eighth 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
70
circumstances and/or (as the case may be) (ii) calculate the Interest Amount
for such Eighth 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 Eighth Issuer, the Eighth Issuer Cash
Manager, the Reference Banks, such other bank, the Agent Bank, the Note Trustee
and all Eighth Issuer Noteholders and (in such absence as aforesaid) no
liability to the Eighth Issuer Noteholders shall attach to the Eighth Issuer,
the Reference Banks, such other bank, the Agent Bank, the Note Trustee or the
Eighth 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 Eighth 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 Eighth 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 Eighth
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 Eighth Issuer Paying Agent and Agent Bank Agreement, the Eighth
Issuer shall, with the approval of the Note Trustee, appoint a successor Agent
Bank. If the Eighth 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 Eighth
Issuer shall, subject to Condition 2, redeem the Eighth Issuer Notes at their
Principal Amount Outstanding (as defined below) together with accrued interest
on the Interest Payment Date falling in [{circle}] in respect of the Series 1
Class A Eighth Issuer Notes, [{circle}] in respect of the Series 2 Class A
Eighth Issuer Notes, [{circle}] in respect of the Series 3 Class A Eighth
Issuer Notes, and [{circle}] in respect of the Series 1 Class B Eighth Issuer
Notes, the Series 1 Class C Eighth Issuer Notes, the Series 2 Class B Eighth
Issuer Notes, the Series 2 Class C Eighth Issuer Notes, the Series 3 Class B
Eighth Issuer Notes, the Series 3 Class C Eighth Issuer Notes, the Series 4
Class A Eighth Issuer Notes, the Series 4 Class B Eighth Issuer Notes, the
Series 4 Class C Eighth Issuer Notes.
The Eighth Issuer may not redeem Class A Eighth 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.
71
(B) Mandatory Redemption
Subject as provided below, the Series 2 Class A Eighth Issuer Notes, the Series
3 Class A Eighth Issuer Notes, the Series 4 Class A1 Eighth Issuer Notes and
the Series 4 Class A2 Eighth 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 Eighth Issuer Term AAA Advance, the Series 3 Eighth Issuer Term AAA Advance,
the Series 4A1 Eighth Issuer Term AAA Advance and the Series 4A2 Eighth Issuer
Term AAA Advance respectively, converted, in the case of the Series 2 Eighth
Issuer Term AAA Advance, and the Series 4 Class A1 Eighth Issuer Term AAA
Advance into Dollars at the relevant Eighth Issuer Dollar Currency Swap Rate
(as defined in Condition 16 below) and converted, in the case of Series 3
Eighth Issuer Term AAA Advance into Euro at the relevant Eighth Issuer Euro
Currency Swap Rate (as defined in Condition 16 below). The Series 1 Class A
Eighth Issuer Notes shall be redeemed on the Interest Payment Date falling in
[{circle}], [{circle}], [{circle}] and [{circle}] in an amount equal to the
amount scheduled to be repaid on such Interest Payment Date in respect of, and
pursuant to, the Series 1 Eighth Issuer Term AAA Advance converted into Dollars
at the Eighth Issuer Dollar Currency Swap Rate.
If on an Interest Payment Date, prior to enforcement of the Eighth Issuer
Security or the occurrence of an Asset Trigger Event, amounts are outstanding
under more than one series of the Class A Eighth Issuer Notes, then the Eighth
Issuer will apply the relevant Eighth Issuer Principal Receipts to repay, as
the case may be, of first (1) an amount equal to the amounts repaid under the
Series 1 Term AAA Advance will be paid to the Issuer Dollar Currency Swap
Provider in respect of the Series 1 Class A Eighth Issuer Notes, [then, in no
order of priority between them, but in proportion to the amounts due (2) [the
Series 1 Class A Eighth Issuer Notes prior to making payments of principal on
the Series 2 Class A Eighth Issuer Notes, the Series 3 Class A Eighth Issuer
Notes, the Series 4 Class A1 Eighth Issuer Notes; and the Series 4 Class A2
Eighth Issuer Notes][ (2) the Series 2 Class A Eighth Issuer Notes, converted
into Dollars at the relevant Eighth Issuer Dollar Currency Swap Rate, prior to
making payments of principal on the Series 3 Class A Eighth Issuer Notes, the
Series 4 Class A1 Eighth Issuer Notes and the Series 4 Class A2 Eighth Issuer
Notes]]; and (3) the Series 2 Class A Eighth Issuer Notes prior to making
payments of principal on the the Series 3 Class A Eighth Issuer Notes, the
Series 4 Class A1 Eighth Issuer Notes and the Series 4 Class A2 Eighth Issuer
Notes.
The Series 4 Class A1 Eighth 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 A1 Eighth Issuer Term AAA Advance of the Eighth Issuer Term AAA
Advances converted into Dollars at the relevant Eighth Issuer Dollars Currency
Swap Rate.
The Series 4 Class A2 Eighth 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 Eighth Issuer Term AAA Advance of the Eighth Issuer Term AAA
Advances in Sterling.
The Series 1 Class B Eighth 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
Eighth Issuer Term AA Advance of the Eighth Issuer Term AA Advances converted
into Dollars at the relevant Eighth Issuer Dollar Currency Swap Rate.
The Series 1 Class C Eighth 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,
72
and pursuant to, the Series 1 Eighth Issuer Term BBB Advance of the Eighth
Issuer Term BBB Advances converted into Dollars at the relevant Eighth Issuer
Dollar Currency Swap Rate.
The Series 2 Class B Eighth 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 Eighth Issuer Term AA Advance of the Eighth Issuer Term AA Advances converted
into Dollars at the relevant Eighth Issuer Dollar Currency Swap Rate.
The Series 2 Class C Eighth 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 Eighth Issuer Term BBB Advance of the Eighth Issuer Term ABBBAdvances
converted into Dollars at the relevant Eighth Issuer Dollar Currency Swap Rate.
The Series 3 Class B Eighth 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 Eighth Issuer Term AA Advance of the Eighth Issuer Term AA Advances converted
into Euros at the relevant Eighth Issuer Euro Currency Swap Rate.
The Series 3 Class C Eighth 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 Eighth Issuer Term BBB Advance of the Eighth Issuer Term BBB Advances
converted into Euros at the relevant Eighth Issuer Euro Currency Swap Rate.
The Series 4 Class B Eighth 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 Eighth Issuer Term AA Advance of the Eighth Issuer Term AA Advances converted
into Euro of the relevant Eighth Issuer Euro Currency Swap Rate.
The Series 4 Class C Eighth 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 Eighth Issuer Term BBB Advance of the Eighth Issuer Term BBB Advances
converted into Euro at the relevant Eighth Issuer Euro Currency Swap Rate.
(C) Note Principal Payments, Principal Amount Outstanding and Pool
Factor
The principal amount redeemable (the NOTE PRINCIPAL PAYMENT) in respect of each
Eighth 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
Eighth Issuer Notes on such date equal to the proportion that the Principal
Amount Outstanding of the relevant series of Eighth Issuer Notes bears to the
aggregate Principal Amount Outstanding of the relevant class of Eighth Issuer
Notes rounded down to the nearest $0.01 in respect of the Series 1 Eighth
Issuer Notes, the Series 2 Eighth Issuer Notes, and the Series 4 Class A1
Eighth Issuer Notes rounded down to the nearest Euro 0.01 in respect of the
Series 3 Eigth Issuer Notes, the Series 4 Class B Eighth Issuer Notes and the
Series 4 Class C Eighth Issuer Notes and rounded down to the nearest
{pound-sterling}0.01 in respect of the Series 4 Class A2 Eighth Issuer Notes;
provided always that no such Note Principal Payment may exceed the Principal
Amount Outstanding of the relevant Eighth Issuer Note.
Four Business Days prior to each Interest Payment Date (the NOTE DETERMINATION
DATE), the Eighth Issuer shall determine (or cause the Agent Bank to determine)
(i) the amount of any Note Principal Payment due in respect of each Eighth
Issuer Note of the relevant series on the immediately following Interest
Payment Date, (ii) the Principal Amount Outstanding of each such Eighth Issuer
Note (which shall be $1,000, $10,000 and $100,000 (in the case of each Series 1
Eighth Issuer Note, each Series 2 Eighth Issuer Note), and the Series 4 Class
A1 Eighth Issuer Notes, [e500,000] (in the case of each Series 3 Eighth Issuer
Note, the Series 4 Class B Eighth Issuer Note and the Series C Class M Eighth
Issuer Note) and {pound-sterling}10,000 and {pound-sterling}100,000 (in the
case of the Series 4 Class A2 Eighth Issuer Note)) and less (in each case) the
aggregate amount of all Note Principal Payments in respect of such Eighth
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 eighth
73
decimal point (the POOL FACTOR), of which the numerator is the Principal Amount
Outstanding of that Eighth 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
Eighth Issuer Note, each Series 2 Eighth Issuer Note), and each series 4 Class
A1 Eighth Issuer Note, [e500,000] (in the case of each Series 3 Eighth Issuer
Note, each Series 4 Class B Eighth Issuer Note and each Series 4 Class C Eighth
Issuer Note) and {pound-sterling}10,000 and {pound-sterling}100,000 (in the
case of the Series 4 Class A2 Eighth Issuer Note). Each determination by or on
behalf of the Eighth Issuer of any Note Principal Payment of a Eighth Issuer
Note, the Principal Amount Outstanding of a Eighth 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 Eighth Issuer Notes of each class, the Eighth 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 Eighth 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 Eighth Issuer Noteholders
in accordance with Condition 14 by not later than the Business Day after the
relevant Interest Payment Date in the case of Global Issuer Notes or as soon as
reasonably practicable thereafter in the case of Definitive Eighth Issuer
Notes. If no Note Principal Payment is due to be made on any Interest Payment
Date falling after [{circle}], then a notice to this effect will be given by or
on behalf of the Eighth Issuer to the Eighth Issuer Noteholders which have not
been paid in full in accordance with Condition 14.
If the Eighth 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 Eighth Issuer. Any such determination shall (in the
absence of manifest or demonstrable error) be binding on the Eighth Issuer, the
Agent Bank and the Eighth 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 Eighth Issuer Noteholders in accordance with Condition 14, the Eighth
Issuer may redeem, unless otherwise provided, all (but not some only) of the
Eighth Issuer Notes specified below at their Principal Amount Outstanding
together with any accrued interest on the following dates:
(i) all of the Eighth Issuer Notes (other than the Series 1 Class A
Eighth Issuer Notes) on any Interest Payment Date falling in or
after [{circle}];
(ii) the Series 1 Eighth Issuer Notes on any Interest Payment Date on
which the aggregate Principal Amount Outstanding of the Series 1
Eighth Issuer Notes then outstanding is less than 10 per cent. of
the aggregate Principal Amount Outstanding of the Series 1 Eighth
Issuer Notes as at the Closing Date;
(iii) the Series 2 Eighth Issuer Notes on any Interest Payment Date on
which the aggregate Principal Amount Outstanding of the Series 2
Eighth Issuer Notes then outstanding is less than 10 per cent. of
the aggregate Principal Amount Outstanding of the Series 2 Eighth
Issuer Notes as at the Closing Date;
(iv) the Series 3 Eighth Issuer Notes on any Interest Payment Date on
which the aggregate Principal Amount Outstanding of the Series 3
Eighth Issuer Notes then outstanding is
74
less than 10 per cent. of the aggregate Principal Amount
Outstanding of the Series 3 Eighth Issuer Notes as at the Closing
Date; and
(v) the Series 4 Eighth Issuer Notes on any Interest Payment Date on
which the aggregate Principal Amount Outstanding of the Series 4
Eighth Issuer Notes then outstanding is less than 10 per cent. of
the aggregate Principal Amount Outstanding of the Series 4 Eighth
Issuer Notes as at the Closing Date,
provided that (in any of the cases above), prior to giving any such notice, the
Eighth Issuer shall have provided to the Note Trustee a certificate signed by
two directors of the Eighth 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 Eighth Issuer Cash Management Agreement.
(E) Optional Redemption for Tax and other Reasons
If the Eighth 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 Eighth 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 Eighth
Issuer Intercompany Loan any amount on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature, then the Eighth
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 Eighth Issuer Notes, the Class B Eighth Issuer Notes
and the Class M Eighth Issuer Notes and as lender under the Eighth 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
Eighth Issuer Noteholders; (2) that the position of the Eighth 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 Eighth Issuer is unable to arrange a
substitution will the Eighth Issuer be entitled to redeem the Issuer Notes as
described in this Condition 5(E).
If the Eighth 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 Eighth Issuer may, having given not
more than 60 nor less than 30 days' notice to the Note Trustee and the Eighth
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 Eighth
Issuer shall have provided to the Note Trustee a certificate signed by two
directors of the Eighth Issuer to the effect that it will have the funds, not
subject to the interest of any other person, required to redeem the Eighth
Issuer Notes as aforesaid and any amounts required under the Eighth Issuer Pre-
Enforcement Revenue Priority of Payments currently set out in the Eighth Issuer
Cash Management Agreement to be paid in priority to or pari passu with the
Eighth Issuer Notes outstanding in accordance with the terms and conditions
thereof.
If, at any time, the Eighth Issuer has delivered a certificate to Funding, the
Eighth Issuer Security Trustee and the Rating Agencies to the effect that it
would be unlawful for the Eighth Issuer to make, fund or allow to remain
outstanding a Term Advance made by it under the Eighth Intercompany Loan
Agreement and stating that the Eighth Issuer requires Funding to prepay the
Term Advance, the
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Eighth 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 Eighth Issuer Noteholders in
accordance with Condition 14 redeem all (but not some only) of the Eighth
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 Eighth Issuer shall have provided to the Note
Trustee a certificate signed by two directors of the Eighth Issuer to the
effect that it will have the funds, not subject to the interest of any other
person, required to redeem the Eighth Issuer Notes as aforesaid and any amounts
required under the Eighth Issuer Pre-Enforcement Revenue Priority of Payments
currently set out in the Eighth Issuer Cash Management Agreement to be paid in
priority to or pari passu with the Eighth Issuer Notes outstanding in
accordance with the terms and conditions thereof.
If the New Basel Capital Accord (as described in the third consultative
document "THE NEW BASEL CAPITAL ACCORD" published in April 2003 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 an Eighth 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 Eighth Issuer may redeem all (but
not some only) of the Eighth Issuer Notes (other than the Series 1 Class A
Eighth 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 Eighth Issuer Noteholders in
accordance with Condition 14, provided that, prior to giving any such notice,
the Eighth Issue shall have provided to the Note Trustee a certificate signed
by two directors of the Eighth Issuer to the effect that it will have the
funds, not subject to the interest of any other person, required to redeem the
Eighth Issuer Notes as aforesaid and any amounts required under the Eighth
Issuer Pre-Enforcement Revenue Priority of Payments (or, as the case may be,
the Eighth Issuer Post-Enforcement Revenue Priority of Payments) currently set
out in the Eighth Issuer Cash Management Agreement to be paid in priority to or
pari passu with the Eighth Issuer Notes outstanding in accordance with the
terms and conditions thereof.
6. Payments
(A) Presentation of Eighth Issuer Notes
Payments of principal and interest in respect of the Global Eighth Issuer Notes
will be made only against the presentation of those Global Eighth 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 Eighth 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 Eighth
Issuer Note will be made on the Global Eighth 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 Eighth Issuer Note of
the relevant class shall have any claim directly against the Eighth Issuer in
respect of payments due on such Eighth Issuer Note while such Eighth Issuer
Note is represented by a Global Eighth Issuer Note and the Eighth 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 Eighth Issuer Notes, payments of principal and
interest (except where, after such payment, the unpaid principal amount of the
relevant Eighth Issuer Note would be reduced to zero (including as a result of
any other payment of principal due in respect of such Eighth Issuer
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Note), in which case the relevant payment of principal and interest, as the
case may be, will be made against surrender of such Eighth 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 Eighth
Issuer Notes, the Series 2 Eighth Issuer Notes and the Series 4 Class A1 Eighth
Issuer Notes, by Xxxxxxxx cheque drawn on a bank in London, in the case of the
Series 4 Class A2 Eighth 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 3 Eighth Issuer Notes, the Series 4 Class B Eighth
Issuer Notes and the Series 4 Class C Eighth Issuer Notes, posted to the holder
(or to the first-named of joint holders) of such Definitive Eighth 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 Eighth 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 Eighth 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).
Upon application by the holder of a Definitive Eighth Issuer Note to the
specified office of the Registrar not later than the Record Date for any
payment in respect of such Definitive Eighth 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 Eighth Issuer Notes and the Series 2
Eighth Issuer Notes and the Series 4 Class A1 Eighth 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 3 Eighth Issuer Notes, the Series 4 Class B Eighth Issuer Notes and the
Series 4 Class C Eighth Issuer Notes Eighth Issuer Notes or to a Sterling
account maintained by the payee with a bank in London, in the case of the
Series 4 Class A2 Eighth Issuer Notes Eighth 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 Eighth 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 Eighth Issuer Notes are
subject, in all cases, to any fiscal or other laws and regulations applicable
thereto. Eighth 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 Eighth Issuer Note or part thereof, the interest which continues to accrue
in respect of such Eighth Issuer Note in accordance with Condition 4(A) will be
paid, in respect of a Global Eighth Issuer Note, against presentation of such
Global Eighth Issuer Note at the specified office of the relevant Paying Agent
as described in Condition 6(A) above and, in respect of any Definitive Eighth
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 Eighth 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 Eighth 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 Eighth Issuer Notes and/or the Series 2
Eighth
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Issuer Notes and/or the Series 4 Class A1 Eighth Issuer Notes, a US Paying
Agent with a specified office in New York City and a Registrar. Except where
otherwise provided in the Eighth Issuer Trust Deed, the Eighth 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 Eighth Issuer Note is not
a Business Day, Eighth 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
If a Paying Agent makes a partial payment in respect of any Eighth Issuer Note
presented to it for payment, the Registrar will, in respect of the relevant
Eighth 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 an Eighth 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 Eighth 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 Eighth Issuer for payment in respect of the Eighth 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 an Eighth 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 an Eighth 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 Eighth 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 Eighth
Issuer Noteholders in accordance with Condition 14.
8. Taxation
All payments in respect of the Eighth 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 Eighth Issuer or any relevant
Paying Agent is required by applicable law to make any payment in respect of
the Eighth Issuer Notes subject to any such withholding or deduction. In that
event, the Eighth 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 Eighth Issuer will be obliged to make any additional payments to
Eighth Issuer Noteholders in respect of such withholding or deduction.
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9. Events of Default
(A) Class A Eighth 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 Eighth Issuer Notes or if so directed by or
pursuant to an Extraordinary Resolution (as defined in the Eighth Issuer Trust
Deed) of the Class A Eighth Issuer Noteholders shall (subject, in each case, to
being indemnified to its satisfaction) give notice (a CLASS A EIGHTH ISSUER
NOTE ENFORCEMENT NOTICE) to the Eighth Issuer and the Eighth Issuer Security
Trustee declaring the Eighth 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 EIGHTH 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 Eighth
Issuer Note when and as the same ought to be paid in accordance with
these Conditions; or
(ii) the Eighth Issuer failing duly to perform or observe any other
obligation binding upon it under the Class A Eighth Issuer Notes,
the Eighth Issuer Trust Deed, the Eighth Issuer Deed of Charge or
any other Eighth Issuer Transaction Document and, in any such case
(except where the Note Trustee (or, in the case of the Eighth Issuer
Deed of Charge, the Eighth 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 Eighth Issuer Deed of Charge, the Eighth Issuer Security
Trustee) on the Eighth Issuer of notice requiring the same to be
remedied; and the Note Trustee or, as applicable, the Eighth Issuer
Security Trustee, has certified that the failure to perform or
observe is materially prejudicial to the interests of the Class A
Eighth Issuer Noteholders; or
(iii) the Eighth 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 Eighth 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 Eighth 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 Eighth Issuer
Noteholders; or
(v) proceedings being otherwise initiated against the Eighth Issuer
under any applicable liquidation, insolvency, composition,
reorganisation or other similar laws (including, but not limited to,
an application for an administration order, the filing of documents
with the court for the appointment of an administrator, the service
of a notice of intention to appoint an administrator or the taking
of any steps to appoint an administrator) and (except in the case of
an application for an administration order or the taking of any
steps to appoint an administrator) such proceedings are not, in the
sole 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
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administrator taking effect or an administrative receiver or other
receiver, liquidator or other similar official being appointed in
relation to the Eighth Issuer or in relation to the whole or any
substantial part of the undertaking or assets of the Eighth Issuer,
or an encumbrancer taking possession of the whole or any substantial
part of the undertaking or assets of the Eighth 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 Eighth 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 Eighth 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
(vi) if a Eighth Issuer Intercompany Loan Enforcement Notice is served
under the Eighth Issuer Intercompany Loan Agreement, while any of
the Class A Eighth 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 Eighth Issuer Security Trustee) shall
have certified to the Eighth Issuer in writing that such event is, in its
opinion, materially prejudicial to the interests of the Class A Eighth Issuer
Noteholders.
(B) Class B Eighth Issuer Noteholders
This Condition 9(B) shall have no effect if, and for as long as, any Class A
Eighth Issuer Notes are outstanding. Subject thereto, for so long as any Class
B Eighth 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 Eighth
Issuer Notes or if so directed by or pursuant to an Extraordinary Resolution of
the Class B Eighth Issuer Noteholders shall (subject, in each case, to being
indemnified to its satisfaction) give notice (a CLASS B EIGHTH ISSUER NOTE
ENFORCEMENT NOTICE) to the Eighth Issuer and the Eighth Issuer Security Trustee
declaring the Eighth 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 Eighth
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
Eighth Issuer Notes and Class A Eighth Issuer Noteholders shall be
read as references to Class B Eighth Issuer Notes and Class B Eighth
Issuer Noteholders respectively.
(C) Class C Eighth Issuer Noteholders
This Condition 9(C) shall have no effect if, and for as long as, any Class A
Eighth Issuer Notes or any Class B Eighth Issuer Notes are outstanding. Subject
thereto, for so long as any Class C Eighth 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 C Eighth Issuer Notes or if so directed by or pursuant
to an Extraordinary Resolution of the Class C Eighth Issuer Noteholders shall
(subject, in each case, to being indemnified to its satisfaction) give notice
(a CLASS C EIGHTH ISSUER NOTE ENFORCEMENT NOTICE) to the Eighth Issuer and the
Eighth
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Issuer Security Trustee declaring the Eighth 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 C Eighth
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
Eighth Issuer Notes and Class A Eighth Issuer Noteholders shall be
read as references to Class C Eighth Issuer Notes and Class M Eighth
Issuer Noteholders respectively.
(D) Following Service of a Eighth Issuer Note Enforcement Notice
For the avoidance of doubt, upon any Eighth Issuer Note Enforcement Notice being
given by the Note Trustee in accordance with Condition 9(A) above, all the
Eighth Issuer Notes then outstanding shall immediately become due and repayable
at their Principal Amount Outstanding together with accrued interest as provided
in the Eighth Issuer Trust Deed.
10. Enforcement of Eighth Issuer Notes
Each of the Note Trustee and the Eighth 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 Eighth Issuer or any other person as
it may think fit to enforce the provisions of (in the case of the Note Trustee)
the Eighth Issuer Notes or the Eighth Issuer Trust Deed (including these
Conditions) or (in the case of the Eighth Issuer Security Trustee) the Eighth
Issuer Deed of Charge or (in either case) any of the other Eighth Issuer
Transaction Documents. The Eighth Issuer Security Trustee may, at its discretion
and without notice, at any time after the Eighth Issuer Security has become
enforceable, take such steps as it may think fit to enforce the Eighth 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 Eighth Issuer
Trust Deed or, as the case may be, the Eighth Issuer Deed of Charge
to protect the interests of any higher ranking class of Eighth
Issuer Noteholders) it shall have been so directed by an
Extraordinary Resolution of the Class A Eighth Issuer Noteholders,
the Class B Eighth Issuer Noteholders and the Class C Eighth Issuer
Noteholders or so requested in writing by the holders of at least 25
per cent. in Principal Amount Outstanding of the Class A Eighth
Issuer Notes, the Class B Eighth Issuer Notes, the Class C Eighth
Issuer Notes or, in the case of the Eighth Issuer Security Trustee
(subject to restrictions contained in the Eighth Issuer Deed of
Charge to protect the interests of the Class A Eighth Issuer
Noteholders, the Class B Eighth Issuer Noteholders and the Class C
Eighth Issuer Noteholders), so requested by any other Eighth Issuer
Secured Creditor; and
(ii) it shall have been indemnified to its satisfaction.
Amounts available for distribution after enforcement of the Eighth Issuer
Security shall be distributed in accordance with the terms of the Eighth Issuer
Deed of Charge.
No Eighth Issuer Noteholder shall be entitled to proceed directly against the
Eighth Issuer unless the Note Trustee or the Eighth 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
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Class B Eighth Issuer Noteholder or Class C Eighth Issuer Noteholder shall be
entitled to take proceedings for the winding-up or administration of the Eighth
Issuer at any time.
In the event that the Eighth Issuer Security is enforced and, after payment of
all other claims ranking in priority to the Class B Eighth Issuer Notes and the
Class C Eighth Issuer Notes (as the case may be) under the Eighth 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 Eighth Issuer Notes and the Class C Eighth Issuer Notes (as the
case may be) and all other claims ranking pari passu therewith, then the Class
B Eighth Issuer Noteholders and/or the Class C Eighth Issuer Noteholders (as
the case may be) shall, upon the Eighth Issuer Security having been enforced
and realised to the maximum possible extent as certified by the Eighth Issuer
Security Trustee, be forthwith paid their respective shares of such remaining
proceeds (as determined in accordance with the provisions of the Eighth Issuer
Deed of Charge). On the date of such payment (the OPTION EXERCISE DATE), the
Eighth Issuer Security Trustee (on behalf of all of the Class B Eighth Issuer
Noteholders and/or the Class C Eighth 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 Eighth
Issuer Notes and/or the Class C Eighth Issuer Notes (as the case may be) to the
Post Enforcement Call Option Holder pursuant to the option granted to it by the
Eighth Issuer Security Trustee (as agent for the Eighth Issuer Noteholders)
pursuant to a post enforcement call option agreement (the EIGHTH ISSUER POST
ENFORCEMENT CALL OPTION AGREEMENT) dated on or about the Closing Date between
the Eighth Issuer, the Post Enforcement Call Option Holder and the Eighth
Issuer Security Trustee. Immediately upon such transfer, no such former Class B
Eighth Issuer Noteholder or the Class C Eighth Issuer Noteholder shall have any
further interest in the Class B Eighth Issuer Notes or the Class C Eighth
Issuer Notes (as the case may be). Each of the Class B Eighth Issuer
Noteholders and the Class C Eighth Issuer Noteholders acknowledges that the
Eighth Issuer Security Trustee has the authority and the power to bind the
Eighth Issuer Noteholders in accordance with the terms and conditions set out
in the Eighth Issuer Post Enforcement Call Option Agreement and each Class B
Eighth Issuer Noteholder or Class C Eighth Issuer Noteholder (as the case may
be), by subscribing for or purchasing Class B Eighth Issuer Notes or the Class
C Eighth Issuer Notes (as the case may be), agrees to be so bound.
11. Meetings of Eighth Issuer Noteholders, Modifications and Waiver
(A) Quorum
The Eighth Issuer Trust Deed contains provisions for convening meetings of
Eighth 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 Eighth Issuer Notes (including these
Conditions) or the provisions of any of the Eighth Issuer Transaction
Documents.
(B) Class A Eighth Issuer Notes
The Eighth 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 Eighth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class A Eighth 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 Eighth 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 Eighth Issuer Notes, shall be deemed to have been duly passed if
passed
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at a single meeting of the holders of such two or more series of the
Class A Eighth 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
Eighth 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 Eighth 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 Eighth Issuer Notes, it shall
be duly passed at separate meetings of the holders of such two or
more series of the Class A Eighth Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class A Eighth Issuer Notes which are not all denominated in the same currency,
the Principal Amount Outstanding of any Class A Eighth Issuer Note denominated
in Dollars shall be converted into Sterling at the relevant Eighth Issuer Dollar
Currency Swap Rate and the Principal Amount Outstanding of any Class A Eighth
Issuer Note denominated in Euro shall be converted into Sterling at the relevant
Eighth Issuer Euro Currency Swap Rate.
The Eighth Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class A Eighth
Issuer Noteholders upon which the Note Trustee or, as the case may be, the
Eighth Issuer Security Trustee is bound to act.
(C) Class B Eighth Issuer Notes
The Eighth 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 Eighth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class B Eighth 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
Eighth 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 Eighth
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 Eighth 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
Eighth 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 Eighth 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 Eighth Issuer Notes, it shall
be duly passed at separate meetings of the holders of such two or
more series of the Class B Eighth Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class B Eighth Issuer Notes which are not all denominated in the same currency,
the Principal Amount Outstanding of any Class B Eighth Issuer Note denominated
in Dollars shall be converted into Sterling at the relevant Eighth Issuer
Dollar Currency Swap Rate and the Principal Amount Outstanding of any Class B
Eighth Issuer Note denominated in Euro shall be converted into Sterling at the
relevant Eighth Issuer Euro Currency Swap Rate.
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The Eighth Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class B Eighth
Issuer Noteholders upon which the Note Trustee or, as the case may be, the
Eighth Issuer Security Trustee is bound to act.
(D) Class C Eighth Issuer Notes
The Eighth 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 C Eighth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class C Eighth 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 C
Eighth Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more series of the Class C Eighth
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 C Eighth 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 C
Eighth 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
C Eighth 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 C Eighth Issuer Notes, it shall
be duly passed at separate meetings of the holders of such two or
more series of the Class C Eighth Issuer Notes.
In the case of a single meeting of the holders of two or more series of the
Class C Eighth Issuer Notes which are not all denominated in the same currency,
the Principal Amount Outstanding of any Class C Eighth Issuer Note denominated
in Dollars shall be converted into Sterling at the relevant Eighth Issuer
Dollar Currency Swap Rate and the Principal Amount Outstanding of any Class C
Eighth Issuer Note denominated in Euro shall be converted into Sterling at the
relevant Eighth Issuer Euro Currency Swap Rate.
The Eighth Issuer Trust Deed contains provisions similar to those in the
preceding two paragraphs in relation to requests in writing from Class C Eighth
Issuer Noteholders upon which the Note Trustee or, as the case may be, the
Eighth Issuer Security Trustee is bound to act.
Subject as provided below, the quorum at any meeting of the Eighth 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 Eighth Issuer
Notes of that series or class or classes or, at any adjourned meeting, one or
more persons being or representing Eighth Issuer Noteholders of that series or
class or classes whatever the aggregate Principal Amount Outstanding of
relevant Eighth Issuer Notes so held or represented.
The quorum at any meeting of the Eighth 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 Eighth 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 Eighth 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.
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or, at any adjourned and reconvened meeting, 25 per cent. in Principal Amount
Outstanding of the classes of Eighth Issuer Notes of each series for the time
being outstanding.
A resolution signed by or on behalf of all the Eighth 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 Eighth
Issuer Noteholders.
(E) Limitations on Class B Eighth Issuer Noteholders
No Extraordinary Resolution of the Class B Eighth Issuer Noteholders (other
than any such Extraordinary Resolution referred to in paragraphs (F) or (G)
below) shall take effect for any purpose while any Class A Eighth Issuer Notes
remain outstanding unless it shall have been sanctioned by an Extraordinary
Resolution of the Class A Eighth Issuer Noteholders or the Note Trustee or, as
the case may be, the Eighth Issuer Security Trustee is of the opinion that it
would not be materially prejudicial to the interests of the Class A Eighth
Issuer Noteholders.
(F) Limitations on Class C Eighth Issuer Noteholders
No Extraordinary Resolution of the Class C Eighth Issuer Noteholders (other
than any such Extraordinary Resolution referred to in paragraph (G) below)
shall take effect for any purpose while any Class A Eighth Issuer Notes or any
Class B Eighth Issuer Notes remain outstanding unless it shall have been
sanctioned by an Extraordinary Resolution of the Class A Eighth Issuer
Noteholders and/or the Class B Eighth Issuer Noteholders (as the case may be)
or the Note Trustee or, as the case may be, the Eighth Issuer Security Trustee
is of the opinion that it would not be materially prejudicial to the interests
of the Class A Eighth Issuer Noteholders and/or the Class B Eighth Issuer
Noteholders (as the case may be).
(G) Approval of Modifications and Waivers by Class B Eighth Issuer
Noteholders and Class C Eighth Issuer Noteholders
(i) No Extraordinary Resolution of the Class A Eighth 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 Eighth
Issuer Transaction Documents or these Conditions shall take effect
unless it shall have been sanctioned by an Extraordinary Resolution
of the Class B Eighth Issuer Noteholders an Extraordinary Resolution
of the Class C Eighth Issuer Noteholders or the Note Trustee or, as
the case may be, the Eighth Issuer Security Trustee is of the
opinion that it would not be materially prejudicial to the interests
of the Class B Eighth Issuer Noteholders and the Class C Eighth
Issuer Noteholders.
(ii) After the Class A Eighth Issuer Notes have been fully redeemed, no
Extraordinary Resolution of the Class B Eighth 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 C Eighth Issuer Noteholders or the Note Trustee or, as the
case may be, the Eighth Issuer Security Trustee is of the opinion
that it would not be materially prejudicial to the interests of the
Class C Eighth Issuer Noteholders.
(H) Modifications and Determinations by Note Trustee and Eighth Issuer
Security Trustee
The Note Trustee and the Eighth Issuer Security Trustee may agree, without the
consent of the Eighth Issuer Noteholders, (i) to any modification of, or to the
waiver or authorisation of any breach or
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proposed breach of, these Conditions or any of the Eighth Issuer Transaction
Documents, which is not, in the opinion of the Note Trustee or, as the case may
be, the Eighth Issuer Security Trustee, materially prejudicial to the interests
of the Eighth Issuer Noteholders or (ii) to any modification of these
Conditions or any of the Eighth Issuer Transaction Documents which, in the
opinion of the Note Trustee or, as the case may be, the Eighth 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 Eighth Issuer
Noteholders, determine that any Eighth 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
Eighth Issuer Noteholders and, unless the Note Trustee or, as the case may be,
the Eighth Issuer Security Trustee agrees otherwise, any such modification
shall be notified to the Eighth Issuer Noteholders and the Rating Agencies in
accordance with Condition 14 as soon as practicable thereafter.
(I) Exercise of Note Trustee's or Eighth Issuer Security Trustee's
Functions
Where the Note Trustee or the Eighth 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 Eighth Issuer Noteholders
of any series or class, it shall have regard to the interests of such Eighth
Issuer Noteholders as a class and, in particular but without prejudice to the
generality of the foregoing, neither the Note Trustee nor the Eighth Issuer
Security Trustee shall have regard to, or be in any way liable for, the
consequences of such exercise for individual Eighth 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 Eighth Issuer Security Trustee shall be entitled to require, and no Eighth
Issuer Noteholder shall be entitled to claim, from the Eighth Issuer or any
other person, any indemnification or payment in respect of any tax consequence
of any such exercise upon individual Eighth Issuer Noteholders.
12. Indemnification of the Note Trustee and the Eighth Issuer Security Trustee
The Eighth Issuer Trust Deed and the Eighth Issuer Deed of Charge contain
provisions governing the responsibility (and relief from responsibility) of the
Note Trustee and the Eighth 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 Eighth Issuer Security unless indemnified
to its satisfaction.
The Note Trustee and the Eighth Issuer Security Trustee and their related
companies are entitled to enter into business transactions with the Eighth
Issuer, the Eighth 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 Eighth Issuer Transaction Document or whose obligations are
comprised in the Eighth Issuer Security and/or any of their subsidiary or
associated companies without accounting for any profit resulting therefrom.
Neither the Note Trustee nor the Eighth 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 Eighth 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 Eighth Issuer Security Trustee.
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13. Replacement of Eighth Issuer Notes
(A) Definitive Eighth Issuer Notes
If any Definitive Eighth Issuer 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
Eighth 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 Eighth Issuer, the Registrar, the Principal Paying Agent and the US
Paying Agent (as applicable) may reasonably require. Mutilated or defaced
Definitive Eighth Issuer Notes must be surrendered before new ones will be
issued.
(B) Global Eighth Issuer Notes
If a Global Eighth 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 Eighth Issuer and the
Note Trustee, become void and a duly executed and authenticated replacement
Global Eighth Issuer Note will be delivered by the Eighth Issuer to the
registered holder only upon surrender, in the case of mutilation or defacement,
of the relevant Global Eighth Issuer Note. 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 Eighth Issuer, the Registrar,
the Principal Paying Agent and the US Paying Agent (as applicable) may
reasonably require.
14. Notice to Eighth Issuer Noteholders
(A) Publication of Notice
Any notice to Eighth 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
Eighth Issuer Notes and/or the Series 2 Eighth Issuer Notes and/or
the Series 4 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Notes are represented by Global Eighth Issuer Notes,
notices to Eighth Issuer Noteholders will be valid if published as described
above, or, at the option of the Eighth Issuer, if delivered to DTC in the case
of the Dollar Global Eighth Issuer Notes, or to Euroclear and/or Clearstream,
Luxembourg in the case of the Series 3 Reg S Global Eighth Issuer Notes and the
Series 4 Reg S Global Eighth Issuer Notes, for communication by them to Eighth
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.
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(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 Eighth 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 Eighth Issuer Notes are then listed and provided that
notice of such other method is given to the Eighth Issuer Noteholders in such
manner as the Note Trustee shall require.
15. Governing Law and Jurisdiction
The Eighth Issuer Transaction Documents (other than the Eighth Issuer
Underwriting Agreement) and the Eighth 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 Eighth Issuer Notes and the Eighth Issuer Transaction
Documents (other than the Eighth Issuer Underwriting Agreement). The Eighth
Issuer and the other parties to the Eighth Issuer Transaction Documents (other
than the Eighth Issuer Underwriting Agreement) irrevocably submit to the non-
exclusive jurisdiction of the courts of England. The Eighth Issuer Underwriting
Agreement is governed by the laws of the State of New York and the Eighth
Issuer and the other parties to the Eighth 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 Eighth
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 FSMA) 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 Eighth 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;
EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENTS means collectively the Series 1
Class A Eighth Issuer Dollar Currency Swap Agreement, the Series 1 Class B
Eighth Issuer Dollar Currency Swap Agreement, the Series 1 Class C Eighth
Issuer Dollar Currency Swap Agreement, the Series 2 Class A Eighth Issuer
Dollar Currency Swap Agreement, the Series 2 Class B Eighth Issuer Dollar
Currency Swap Agreement, the Series 2 Class C Eighth Issuer Dollar Currency
Swap Agreement and the Series 4 Class A1 Eighth Issuer Dollar Currency Swap
Agreement;
EIGHTH ISSUER DOLLAR CURRENCY SWAP PROVIDERS means Eighth Issuer Series 1
Dollar Currency Swap Provider, Eighth Issuer Series 2 Dollar Currency Swap
Provider and the Eighth Issuer Series 4 Dollar Currency Swap Provider;
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EIGHTH 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 Eighth Issuer Dollar Currency
Swap Agreement, the Series 1 Class B Eighth Issuer Dollar Currency Swap
Agreement, the Series 1 Class C Eighth Issuer Dollar Currency Swap Agreement,
the Series 2 Class A Eighth Issuer Dollar Currency Swap Agreement, the Series 2
Class B Eighth Issuer Dollar Currency Swap Agreement, the Series 2 Class C
Eighth Issuer Dollar Currency Swap Agreement and the Series 4 Class A1 Eighth
Issuer Dollar Currency Swap Agreement (in each case, as applicable) or, if
there is no relevant Eighth 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;
EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENTS means collectively the Series 3
Class A Eighth Issuer Euro Currency Swap Agreement, the Series 3 Class B Eighth
Issuer Euro Currency Swap Agreement, the Series 3 Class C Eighth Issuer Euro
Currency Swap Agreement, the Series 4 Class B Eighth Issuer Euro Currency Swap
Agreement and the Series 4 Class C Eighth Issuer Euro Currency Swap Agreement;
EIGHTH ISSUER EURO CURRENCY SWAP PROVIDER means [Citibank, N.A., London Branch]
or such other euro currency swap provider appointed from time to time in
relation to the Series 3 Class A Eighth Issuer Notes, the Series 3 Class B
Eighth Issuer Notes, the Series 3 Class C Eighth Issuer Notes, the Series 4
Class B Eighth Issuer Notes or the Series 4 Class C Eighth Issuer Notes (or any
class of them, as the context shall require), in accordance with the terms of
the Eighth Issuer Transaction Documents;
EIGHTH 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 3 Class A Eighth Issuer Euro Currency Swap Agreement,
the Series 3 Class B Eighth Issuer Euro Currency Swap Agreement, the Series 3
Class C Eighth Issuer Euro Currency Swap Agreement, the Series 4 Class B Eighth
Issuer Euro Currency Swap Agreement and the Series 4 Class C Eighth Issuer Euro
Currency Swap Agreement (in each case, as applicable) or, if there is no
relevant Eighth 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,
Xxxxxxxx is converted to Euro on the foreign exchange markets;
EIGHTH ISSUER NOTEHOLDERS means the holders for the time being of the Eighth
Issuer Notes;
EIGHTH ISSUER NOTES means the Class A Eighth Issuer Notes, the Class B Eighth
Issuer Notes and the Class C Eighth Issuer Notes;
EIGHTH 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 Eighth Issuer Term Advances under the terms of the Eighth Issuer
Intercompany Loan Agreement; (b) fees to be paid by Funding on the relevant
Interest Payment Date under the terms of the Eighth Issuer Intercompany Loan
Agreement; (c) interest payable on the Eighth Issuer Bank Accounts and any
Authorised Investments made with funds standing to the credit of the Eighth
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 Eighth Issuer
including amounts received or to be received under the Eighth Issuer Swap
Agreements;
EIGHTH ISSUER SERIES 1 DOLLAR CURRENCY SWAP PROVIDER means {circle} or such
other dollar currency swap providers appointed from time to time in relation to
the Series 1 Eighth Issuer Notes in accordance with the terms of the Eighth
Issuer Transaction Documents;
EIGHTH ISSUER SERIES 2 DOLLAR CURRENCY SWAP PROVIDER means {circle} or such
other dollar currency swap providers appointed from time to time in relation to
the Series 2 Eighth Issuer Notes in accordance with the terms of the Eighth
Issuer Transaction Documents;
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EIGHTH ISSUER SERIES 4 DOLLAR CURRENCY SWAP PROVIDER means {circle} or such
other dollar currency swap providers appointed from time to time in relation to
the Series 4 Eighth Issuer Notes in accordance with the terms of the Eighth
Issuer Transaction Documents;
EIGHTH ISSUER SWAP AGREEMENTS means the Eighth Issuer Dollar Currency Swap
Agreements and the Eighth Issuer Euro Currency Swap Agreements;
EIGHTH ISSUER TRANSACTION ACCOUNTS means the Sterling account in the name of
the Eighth Issuer held with Abbey National and the Dollar and Euro accounts in
the name of the Eighth Issuer held with Citibank, N.A., London Branch
designated as such (or such other accounts at such other banks as may become an
Eighth Issuer Transaction Account in accordance with the Eighth Issuer
Transaction Documents);
EIGHTH ISSUER TRANSACTION DOCUMENTS means the Mortgage Sale Agreement, the
Servicing Agreement, the Mortgages Trust Deed, the Cash Management Agreement,
the Eighth Issuer Corporate Services Agreement, the Eighth Issuer Intercompany
Loan Agreement, the Funding Deed of Charge, the Fifth Deed of Accession, the
Funding Guaranteed Investment Contract, the Funding Liquidity Facility
Agreement, the Mortgages Trustee Guaranteed Investment Contract, the Bank
Account Agreement, the Eighth Issuer Bank Account Agreement, the Eighth Issuer
Deed of Charge, the Eighth Issuer Trust Deed, the Eighth Issuer Paying Agent
and Agent Bank Agreement, the Eighth Issuer Cash Management Agreement, the
Eighth Issuer Post Enforcement Call Option Agreement, the Eighth Start-up Loan
Agreement, the Eighth Issuer Swap Agreements, the Eighth Issuer Underwriting
Agreement, the Eighth 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 Eighth Issuer
Notes;
FINAL MATURITY DATE means:
(i) in respect of the Series 1 Class A Eighth Issuer Notes, the Interest
Payment Date falling in [April 2005];
(ii) in respect of the Series 2 Class A Eighth Issuer Notes, the Interest
Payment Date falling in [April 2011];
(iii) in respect of the Series 3 Class A Eighth Issuer Notes, the Interest
Payment Date falling in [April 2020];
(iv) in respect of the Series 4 Class A1 Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040];
(v) in respect of the Series 4 Class A2 Eighth Issuer Notes, the Interest
Payment Date falling in [July, 2040];
(vi) in respect of the Series 1 Class B Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040];
(vii) in respect of the Series 2 Class B Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040];
(viii)in respect of the Series 3 Class B Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040];
(ix) in respect of the Series 4 Class B Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040];
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(x) in respect of the Series 1 Class C Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040];
(xi) in respect of the Series 2 Class C Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040];
(xii) in respect of the Series 3 Class C Eighth Issuer Notes, the Interest
Payment Date falling in [July 2040]; and
(xiii)in respect of the Series 4 Class C Eighth 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) on the Distribution Date immediately succeeding a
Seller Share Event Distribution Date, the Current Seller Share is equal to or
less than the Minimum Seller Share (determined using the amounts of the Current
Seller Share and Minimum Seller Share that would exist after making the
distributions of the Principal Receipts due on that Distribution Date on the
basis that the Cash Manager assumes that those Principal Receipts are
distributed in the manner described in the Mortgages Trust Deed); 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 and including the Interest Payment Date in July 2006 or (ii)
{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 EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 1 Class A
Eighth Issuer Notes entered into on or about the Closing Date between the
Series 1 Eighth Issuer Dollar Currency Swap Provider, the Eighth Issuer and the
Eighth Issuer Security Trustee;
SERIES 1 CLASS B EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 1 Class B
Eighth Issuer Notes entered into on or about the Closing Date between the
Series 1 Eighth Issuer Dollar Currency Swap Provider, the Eighth Issuer and the
Eighth Issuer Security Trustee;
SERIES 1 CLASS C EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 1 Class C
Eighth Issuer Notes entered into on or about the Closing Date between the
Series 1 Eighth Issuer Dollar Currency Swap Provider, the Eighth Issuer and the
Eighth Issuer Security Trustee;
SERIES 2 CLASS A EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 2 Class A
Eighth Issuer Notes entered into on or about the Closing Date between the
Series 2 Eighth Issuer Dollar Currency Swap Provider, the Eighth Issuer and the
Eighth Issuer Security Trustee;
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SERIES 2 CLASS B EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 2 Class B
Eighth Issuer Notes entered into on or about the Closing Date between the
Series 2 Eighth Issuer Dollar Currency Swap Provider, the Eighth Issuer and the
Eighth Issuer Security Trustee;
SERIES 2 CLASS C EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 2 Class C
Eighth Issuer Notes entered into on or about the Closing Date between the
Series 2 Eighth Issuer Dollar Currency Swap Provider, the Eighth Issuer and the
Eighth Issuer Security Trustee;
SERIES 3 CLASS A EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 3 Class A
Eighth Issuer Notes entered into on or about the Closing Date between the
Eighth Issuer Euro Currency Swap Provider, the Eighth Issuer and the Eighth
Issuer Security Trustee;
SERIES 3 CLASS B EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 3 Class B
Eighth Issuer Notes entered into on or about the Closing Date between the
Eighth Issuer Euro Currency Swap Provider, the Eighth Issuer and the Eighth
Issuer Security Trustee;
SERIES 3 CLASS C EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 3 Class C
Eighth Issuer Notes entered into on or about the Closing Date between the
Eighth Issuer Euro Currency Swap Provider, the Eighth Issuer and the Eighth
Issuer Security Trustee;
SERIES 4 CLASS A1 EIGHTH ISSUER DOLLAR CURRENCY SWAP AGREEMENT means the
sterling/dollar currency swap agreement in relation to the Series 4 Class A1
Eighth Issuer Notes entered into on or about the Closing Date between the
Series 4 Class A1 Eighth Issuer Dollar Currency Swap Provider, the Eighth
Issuer and the Eighth Issuer Security Trustee;
SERIES 4 CLASS A1 EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 4 Class A1
Eighth Issuer Notes entered into on or about the Closing Date between the
Eighth Issuer Euro Currency Swap Provider, the Eighth Issuer and the Eighth
Issuer Security Trustee;
SERIES 4 CLASS B EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 4 Class B
Eighth Issuer Notes entered into on or about the Closing Date between the
Eighth Issuer Euro Currency Swap Provider, the Eighth Issuer and the Eighth
Issuer Security Trustee;
SERIES 4 CLASS C EIGHTH ISSUER EURO CURRENCY SWAP AGREEMENT means the
sterling/euro currency swap agreement in relation to the Series 4 Class C
Eighth Issuer Notes entered into on or about the Closing Date between the
Eighth Issuer Euro Currency Swap Provider, the Eighth Issuer and the Eighth
Issuer Security Trustee;
SERIES 1 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 1 Class A Eighth Issuer Notes;
SERIES 1 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 1 Class B Eighth Issuer Notes;
SERIES 1 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 1 Class C Eighth Issuer Notes;
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SERIES 2 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 2 Class A Eighth Issuer Notes;
SERIES 2 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 2 Class B Eighth Issuer Notes;
SERIES 2 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 2 Class C Eighth Issuer Notes;
SERIES 3 CLASS A EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 3 Class A Eighth Issuer Notes;
SERIES 3 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 3 Class B Eighth Issuer Notes;
SERIES 3 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 3 Class C Eighth Issuer Notes;
SERIES 4 CLASS A1 EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class A1 Eighth Issuer Notes;
SERIES 4 CLASS A2 EIGHTH ISSUER NOTEHOLDERS means the holders for the time
being of the Series 4 Class A2 Eighth Issuer Notes;
SERIES 4 CLASS B EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 4 Class B Eighth Issuer Notes;
SERIES 4 CLASS C EIGHTH ISSUER NOTEHOLDERS means the holders for the time being
of the Series 4 Class C Eighth Issuer Notes;
SERIES 1 CLASS A EIGHTH ISSUER NOTES means the [US$1,850,000,000] series 1 class
A asset backed floating rate Eighth Issuer notes due [April 2005];
SERIES 1 CLASS B EIGHTH ISSUER NOTES means the [US$62,900,000] series 1 class B
asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 1 CLASS C EIGHTH ISSUER NOTES means the [US$107,300,000] series 1 class C
asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 2 CLASS A EIGHTH ISSUER NOTES means the [US$1,500,000,000]
series 2 class A asset backed floating rate Eighth Issuer notes due
[April 2011];
SERIES 2 CLASS B EIGHTH ISSUER NOTES means the [US$51,000,000] series 2 class B
asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 2 CLASS C EIGHTH ISSUER NOTES means the [US$87,000,000] series 2 class C
asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 3 CLASS A EIGHTH ISSUER NOTES means the [e990,000,000] series 3 class A
asset backed floating rate Eighth Issuer notes due [April 2020];
SERIES 3 CLASS B EIGHTH ISSUER NOTES means the [e34,000,000] series 3 class B
asset backed floating rate Eighth Issuer notes due [July 2040];
93
SERIES 3 CLASS C EIGHTH ISSUER NOTES means the [e57,500,000] series 3 class C
asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 4 CLASS A1 EIGHTH ISSUER NOTES means the [{pound-sterling}500,000,000]
series 4 class A1 asset backed floating rate Eighth Issuer notes due [July
2040];
SERIES 4 CLASS A2 EIGHTH ISSUER NOTES means the [US$500,000,000] series 4 class
A2 asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 4 CLASS B EIGHTH ISSUER NOTES means the [{pound-sterling}26,300,000]
series 4 class B asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 4 CLASS C EIGHTH ISSUER NOTES means the [{pound-sterling}44,800,000]
series 4 class C asset backed floating rate Eighth Issuer notes due [July 2040];
SERIES 1 EIGHTH ISSUER NOTES means collectively the Series 1 Class A Eighth
Issuer Notes, the Series 1 Class B Eighth Issuer Notes and the Series 1 Class C
Eighth Issuer Notes;
SERIES 2 EIGHTH ISSUER NOTES means collectively the Series 2 Class A Eighth
Issuer Notes, the Series 2 Class B Eighth Issuer Notes and the Series 2 Class C
Eighth Issuer Notes;
SERIES 3 EIGHTH ISSUER NOTES means collectively the Series 3 Class A Eighth
Issuer Notes, the Series 3 Class B Eighth Issuer Notes and the Series 3 Class C
Eighth Issuer Notes;
SERIES 4 EIGHTH ISSUER NOTES means collectively the Series 4 Class A1 Eighth
Issuer Notes, the Series 4 Class A2 Eighth Issuer Notes, the Series 4 Class B
Eighth Issuer Notes and the Series 4 Class C Eighth Issuer Notes;
TRANSACTION DOCUMENTS means the Eighth 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, 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 and those documents to which Xxxxxx
Financing (No. 7) PLC is a party to in relation to the notes issued by Xxxxxx
Xxxxxxxxx (No. 7) on 26th March, 2003;
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 Eighth Issuer Notes or of Eighth Issuer Noteholders
shall be a reference to the class of any of the Series 1 Eighth Issuer Notes,
the Series 2 Eighth Issuer Notes, the Series 3 Eighth Issuer Notes or the
Series 4 Eighth Issuer Notes as the context requires. Any reference to a SERIES
of Eighth Issuer Notes shall be a reference, as the context requires, to the
Series 1 Eighth Issuer Notes, the Series 2 Eighth Issuer Notes, the Series 3
Eighth Issuer Notes or the Series 4 Eighth 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 Eighth Issuer Notes
(represented by a Global Eighth Issuer Note and not
being Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Notes (represented by
a Global Eighth Issuer Note and not being Eighth 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 Eighth 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 Eighth Issuer Note which is to be
released or (as the case may require) the Eighth
Issuer Note or Eighth 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 Agent to the Eighth Issuer
in accordance with paragraph 17
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hereofof the necessary amendment to the block voting
instruction;
(b) it is certified that each holder of such Eighth Issuer
Notes has instructed such Paying Agent that the vote(s)
attributable to the Eighth Issuer Note or Eighth 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 Eighth 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 Eighth 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
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(v) EIGHTH ISSUER NOTES and NOTEHOLDERS shall mean:
(a) in connection with a single meeting of Class A
Noteholders, Class A Eighth Issuer Notes and Class A
Noteholders, respectively;
(b) in connection with a meeting of Class B Noteholders,
Class B Eighth Issuer Notes and Class B Noteholders
respectively; and
(c) in connection with a meeting of Class C Noteholders,
Class M Eighth Issuer Notes and Class C Noteholders
respectively.
(B) A holder of a Eighth Issuer Note represented by a Global Eighth
Issuer Note may obtain a voting certificate in respect of such
Eighth Issuer Note from a Paying Agent or require a Paying Agent to
issue a block voting instruction in respect of such Eighth Issuer
Note or by such Eighth 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
Eighth 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 Eighth Issuer Notes.
(C) (i) A holder of Definitive Eighth 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 Eighth 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 Eighth Issuer Notes to which such appointment
relates and the holder of the Definitive Eighth Issuer Notes
shall be deemed for such purposes not to be the holder.
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2. The Eighth Issuer or the Note Trustee may at any time and the Eighth
Issuer shall upon a requisition in writing signed by the holders of not
less than one-tenth in principal amount of the Eighth Issuer Notes for the
time being outstanding convene a meeting of the Noteholders and if the
Eighth 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) Eighth Issuer
Notes represented by a Global Eighth 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 Eighth 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
Eighth Issuer (unless the meeting is convened by the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Notes (or, at any adjourned meeting, two or more persons
being or representing Noteholders whatever the aggregate Principal Amount
Outstanding of the Eighth 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
98
payment in respect of any principal, premium or interest in respect
of the Eighth Issuer Notes;
(B) alteration of the currency in which payments under the Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Notes or voting certificates or being proxies or
representatives (whatever the principal amount of the Eighth 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
Eighth 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 Eighth 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.
99
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 Eighth Issuer,
the Note Trustee or any person present holding a Definitive Eighth Issuer
Note or a voting certificate or being a proxy or representative (whatever
the principal amount of the Eighth 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 Eighth Issuer Trust Deed and any
director or officer of the Eighth 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 Eighth Issuer Trust Deed unless he either produces Eighth Issuer
Note(s) or a voting certificate or is a proxy or a representative or is
the holder of a Definitive Eighth Issuer Note or Definitive Eighth Issuer
Notes. No person shall be entitled to vote at any meeting in respect of
Eighth Issuer Notes held by, for the benefit of, or on behalf of, the
Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Notes represented by the voting
certificate so
100
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 Eighth Issuer Note from the holder thereof by the Eighth 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 Eighth 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 Eighth 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 Eighth 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 Eighth Issuer Trust Deed,
any other Transaction Document or otherwise;
(C) power to assent to any modification of the provisions of the
Conditions, the Eighth Issuer Trust Deed or any other Transaction
Document which shall be proposed by the Eighth Issuer, the Note
Trustee, or any Noteholder or any other person;
101
(D) power to give any authority or sanction which under the provisions
of the Conditions or the Eighth 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 Eighth
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 Eighth 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 Eighth Issuer Notes for or the conversion of the Eighth Issuer
Notes into or the cancellation of the Eighth Issuer Notes in
consideration of shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or notes of the Eighth 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 Eighth Issuer Notes held by them in
favour of the persons with or to whom the Eighth 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
Eighth 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 Eighth 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 C Noteholders or (in the case of an
Extraordinary Resolution of the Class B Noteholders) the Class
C 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 C
Noteholders or (in the case of an Extraordinary Resolution of
the Class B Noteholders) the Class C Noteholders;
(ii) no Extraordinary Resolution of the Class B Noteholders shall be
effective for any purpose while any Class A Eighth 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
(iii) no Extraordinary Resolution of the Class C Noteholders shall be
effective for any purpose while any Class A Eighth Issuer Notes or
Class B Eighth Issuer Notes remain outstanding unless either (aa)
the Note Trustee is of the opinion that it will not be materially
prejudicial to the interests of the Class A Noteholders and/or the
Class B Noteholders (as the case may be) or (bb) it is sanctioned by
an Extraordinary Resolution of the Class A Noteholders and/or the
Class B Noteholders (as the case may be).
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 Eighth
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 Eighth 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 Eighth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class A Eighth 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
Eighth 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
Eighth 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 Eighth 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 Eighth
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
Eighth 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 Eighth Issuer Notes, it
shall be duly passed at separate meetings of the holders of such two
or more of the Class A Eighth Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class A Eighth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class A Eighth 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 Eighth 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 Eighth
Issuer Notes shall be deemed to have
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been duly passed if passed at a meeting of the holders of the Class
B Eighth 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
Eighth 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
Eighth 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 Eighth 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 B
Eighth 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 Eighth 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 Eighth Issuer
Notes, it shall be duly passed at separate meetings of the holders
of such two or more classes of the Class B Eighth Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class B Eighth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class B Eighth 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 Eighth 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 C Eighth
Issuer Notes shall be deemed to have been duly passed if passed at a
meeting of the holders of the Class C Eighth 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 C
Eighth Issuer Notes but does not give rise to a conflict of interest
between the holders of such two or more classes of the Class C
Eighth 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 C Eighth 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 C
Eighth 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 C Eighth 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 C Eighth Issuer
Notes, it shall be duly passed at separate meetings of the holders
of such two or more classes of the Class C Eighth Issuer Notes.
(D) In the case of a single meeting of the holders of the two or more
classes of the Class M Eighth Issuer Notes which are not all
denominated in the same currency, the Principal Amount Outstanding
of any Class C Eighth 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 C Eighth 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 Eighth 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 deed by a
majority consisting of not less than three-fourths of the
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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 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 Eighth 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 Eighth Issuer Trust Deed the Note
Trustee may without the consent of the Eighth 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 [7TH APRIL, 2004]
XXXXXX FINANCING (NO. 8) PLC
and
THE BANK OF NEW YORK
EIGHTH ISSUER TRUST DEED
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