Exhibit 10.8
EXECUTION COPY
Dated 19 September 2006
GRANITE MASTER ISSUER PLC
(as Issuer)
and
BARCLAYS CAPITAL INC.
(as Remarketing Bank)
and
BARCLAYS BANK PLC
(as Conditional Purchaser)
and
NORTHERN ROCK PLC
(as Northern Rock and as Issuer Cash Manager)
---------------------------------------------------------
CONDITIONAL PURCHASE AGREEMENT
relating to
$1,000,000,000 Series 2006-3 Class A4 Notes due 2054
---------------------------------------------------------
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TABLE OF CONTENTS
1.
DEFINITIONS AND
INTERPRETATION......................................1
2.
AGREEMENTS BY THE CONDITIONAL PURCHASER, THE REMARKETING
BANK AND THE
ISSUER.................................................4
3.
REPRESENTATIONS AND
WARRANTIES......................................7
4.
UNDERTAKINGS........................................................9
5.
CLOSING OF CONDITIONAL
PURCHASE....................................11
6.
[RESERVED].........................................................12
7.
TERMINATION OF THIS
AGREEMENT......................................12
8.
TRANSFER...........................................................12
9.
TIME...............................................................13
10.
COMMUNICATIONS.....................................................13
11.
NON-PETITION AND LIMITED
RECOURSE..................................14
12.
COUNTERPARTS.......................................................15
13. GOVERNING
LAW AND JURISDICTION.....................................15
14. CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999.......................15
SCHEDULE 1 FORM OF EXTENSION
REQUEST........................................17
SCHEDULE 2 FORM OF NOTICE OF
EXTENSION......................................18
SCHEDULE 3 FORM OF CONDITIONAL PURCHASE ACTIVATION
NOTICE...................19
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THIS CONDITIONAL PURCHASE AGREEMENT (this "Agreement") is made on
19 September
2006
BETWEEN:
(1) GRANITE
MASTER ISSUER PLC, a public limited company incorporated under
the
laws of
England and Wales, whose registered office is at Fifth Floor,
100
Wood
Street, London EC2V 7EX (the "Issuer");
(2) BARCLAYS
CAPITAL INC., a corporation organised under the laws of the
State
of
Connecticut, operating out of its office at 200 Park Avenue, New
York,
New York
10166 (the "Remarketing Bank");
(3) BARCLAYS
BANK PLC, a public limited company incorporated under the laws
of
England
and Wales, operating out of its office at 5 The North
Colonnade,
Canary
Wharf, London E14 4BB (the "Conditional Purchaser"); and
(4) NORTHERN
ROCK PLC, a public limited company incorporated under the laws
of
England
and Wales, whose registered office is at Northern Rock House,
Gosforth,
Newcastle upon Tyne NE3 4PL, in its individual capacity
("Northern
Rock") and in its capacity as Issuer Cash Manager (the "Issuer
Cash
Manager").
WHEREAS:
(A) The Issuer,
the Conditional Purchaser, the Remarketing Bank, the Issuer
Cash
Manager and Northern Rock wish to record the arrangements
agreed
between
them in relation to an issue of $1,000,000,000 in aggregate
principal
amount of Series 2006-3 Class A4 Notes due 2054 (the "Class A4
Notes")
which expression shall, where the context permits, include the
Global
Class A4 Note Certificate and any Individual Class A4 Note
Certificates issued in exchange for the Global Class A4 Note
Certificate
which will
be constituted by the Issuer Trust Deed (as defined below) and
secured in
the manner set out in the Issuer Deed of Charge (as defined
below).
(B) Pursuant to
a remarketing agreement (the "Remarketing Agreement") between,
inter
alios, the Issuer and the Remarketing Bank, the Remarketing Bank
has
been
appointed to use its reasonable efforts prior to the service of
a
Remarketing Termination Notice to identify third party purchasers
of the
Class A4
Notes to acquire the Class A4 Notes from the then current
holders
of the
Class A4 Notes on each Transfer Date up to and including the
Transfer
Date occurring in August 2054, subject to Clause 3.2 of the
Remarketing Agreement. The Remarketing Bank will also facilitate
the
transfers
of the Class A4 Notes on each Transfer Date. The Conditional
Purchaser
will agree on the terms of this Agreement to purchase certain
Class A4
Notes on a Transfer Date.
1.
DEFINITIONS AND INTERPRETATION
1.1 For purposes
of this Agreement, the following terms shall have the
indicated
meanings unless the context or use indicates another or
different
meaning and intent.
"Conditional Purchase Activation Notice" has the meaning given to
it in
Clause
2.2(b) of this Agreement.
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"Conditional Purchase Commitment" has the meaning given to it in
Clause
2.2(a) of
this Agreement.
"Conditional Purchase Commitment Period" means, subject to
extension
pursuant
to Clause 2.1, the period from and including the Closing Date
to
18
September 2007 (or, if that day is not a Business Day, the
immediately
preceding
Business Day) and, thereafter, if the Conditional Purchase
Commitment
is renewed pursuant to Clause 2.1, each 364-day period
extending
from but not including the last day of the preceding
Conditional
Purchase
Commitment Period to and including the date that is specified
in
the Notice
of Extension most recently served.
"Conditional Purchase Loss Event" means the debiting of an amount
to the
Principal
Deficiency Ledger in relation to any Class A Notes of any
Series
issued by
the Issuer.
"Eligible
Transferee" has the meaning given to it in Clause 8 of this
Agreement.
"Extension
Request" has the meaning given to it in Clause 2.1(b) of this
Agreement.
"Final
Prospectus" means the Final Prospectus dated 15 September 2006
relating
to the US Notes.
"Global
Class A4 Note Certificate" means the note certificate
representing
the Class
A4 Notes in global form.
"Indemnified Person" has the meaning given to it in Clause 4.2(a)
of this
Agreement.
"Indemnifying Party" has the meaning given to it in Clause 4.2(a)
of this
Agreement.
"Individual Class A4 Note Certificates" means the note
certificates
representing the Class A4 Notes in definitive form.
"Issuer
Deed of Charge" means the deed of charge entered into on 19
January,
2005 between, inter alios, the Issuer, the Issuer Security
Trustee
and the Note Trustee, including any deed of accession or
supplement
thereto.
"Issuer
Trust Deed" means the trust deed entered into on 19 January,
2005
between
the Issuer and the Note Trustee, as supplemented by any of the
supplemental deeds thereto (as amended or supplemented from time to
time).
"Note
Event of Default" means, in relation to the Class A4 Notes, the
occurrence
of an event of default as specified in Condition 9 of the terms
and
conditions of the Class A4 Notes.
"Notes"
means the notes constituted by the Issuer Trust Deed.
"Notice of
Extension" has the meaning given to it in Clause 2.1(c) of this
Agreement.
"Proceedings" has the meaning given to it in Clause 13.2 of
this
Agreement.
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"Ratings
Downgrade" means, with respect to the initial Conditional
Purchaser,
any replacement Conditional Purchaser appointed pursuant to the
Remarketing Agreement or any Eligible Transferee who becomes a
party to
this
Agreement pursuant to Clause 8, the downgrade of the short-term
ratings of
such Conditional Purchaser or Eligible Transferee below A-1+ by
Standard
& Poor's, P-1 by Moody's or F1+ by Fitch.
"Relevant
Documents" means this Agreement and the Remarketing Agreement.
"Revised
Preliminary Prospectus" means the Preliminary Prospectus dated
12
September
2006 relating to the US Notes.
"Settlement Account" has the meaning given to it in the
Remarketing
Agreement.
"Specified
Disclosure" has the meaning given to it in Clause 3.2 of this
Agreement.
"Unremarketed Notes" means:
(i)
prior to the
service of a Remarketing Termination Notice, and with
respect to a Transfer Date, all of the Tendered Notes that will
be
Outstanding on such Transfer Date for which the Remarketing Bank
has
not identified purchasers by the end of the applicable
Remarketing
Period in accordance with the Remarketing Agreement;
(ii)
at any time after the
service of a Remarketing Termination Notice,
other than based on a Remarketing Termination Event specified
in
Clauses 5.1(a) or (d) of the Remarketing Agreement, all of the
Class
A4 Notes (other than Class A4 Notes then held by the
Conditional
Purchaser) Outstanding on the Transfer Date immediately
following
the occurrence of the relevant Remarketing Termination Event,
after
giving effect to the application of Available Principal Receipts
on
that Transfer Date; and
(iii) with
respect to the Transfer Date occurring in August 2012, all of
the Class A4 Notes (other than Class A4 Notes then held by the
Conditional Purchaser) Outstanding on that Transfer Date, after
giving effect to the application of Available Principal Receipts
on
that Transfer Date.
1.2 Capitalised
terms used herein and not otherwise defined herein or pursuant
hereto,
unless the context otherwise requires, shall have the meanings
given to
them in the Programme Master Definitions Schedule signed for
the
purposes
of identification only by Sidley Austin Brown & Wood and Allen
&
Overy LLP
on January 19, 2005 and the Issuer Master Definitions Schedule
signed for
the purposes of identification only by Sidley Austin Brown
&
Wood and
Allen & Overy LLP on January 19, 2005 (each as amended, varied
or
supplemented from time to time), each of which is incorporated into
this
Agreement
by reference.
1.3 In this
Agreement:
(a)
words denoting
the singular number only shall include the plural
number also and vice versa;
(b)
words denoting
one gender only shall include the other genders;
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(c)
words denoting
persons only shall include firms and corporations and
vice versa;
(d) references to any statutory
provision shall be deemed also to refer
to any statutory modification or re-enactment thereof or any
statutory instrument, order or regulation made thereunder or
under
any such re-enactment;
(e)
references to
any agreement or other document shall be deemed also
to refer to such agreement or document as amended, varied,
supplemented, restated or novated from time to time;
(f)
clause,
paragraph and schedule headings are for ease of reference
only;
(g)
reference to a
statute shall be construed as a reference to such
statute as the same may have been, or may from time to time be,
amended or re-enacted to the extent such amendment or
re-enactment
is substantially to the same effect as such statute on the date
hereof;
(h)
reference to a
time of day, unless otherwise specified, shall be
construed as a reference to London time; and
(i)
references to
any person include references to their successors,
including, without limitation, an entity which assumes the
rights
and obligations of the relevant person by operation of the law
of
the jurisdiction of incorporation or domicile of such person.
2.
AGREEMENTS BY THE CONDITIONAL PURCHASER, THE REMARKETING BANK AND
THE
ISSUER
2.1 Term of
Conditional Purchase Commitment
(a)
The Conditional
Purchaser makes this Conditional Purchase Commitment
to the Remarketing Bank.
(b)
Save as
otherwise provided in this Agreement, the Issuer Cash
Manager or the Remarketing Bank may deliver, not more than
sixty
(60) days and not less than forty (40) days before the end of
each
Conditional Purchase Commitment Period, to the Conditional
Purchaser
an irrevocable request in writing to extend the Conditional
Purchase
Commitment Period, substantially in the form of Schedule 1
hereto
(an "Extension Request") to the date that is not more than 364
days
following the last day of the current Conditional Purchase
Commitment Period.
(c)
If the
Conditional Purchaser wishes to accept an Extension Request
then it shall deliver, by not less than thirty (30) days before
the
last day of the current Conditional Purchase Commitment Period,
to
the Issuer Cash Manager and the Remarketing Bank an irrevocable
notice, substantially in the form of Schedule 2 hereto ("Notice
of
Extension") that the Conditional Purchaser has consented to the
Extension Request and specifying the last day of the extended
Conditional Purchase Commitment Period agreed to thereby. Failure
to
deliver such a Notice of Extension by the day referred to above
shall be
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deemed a refusal to grant an extension of the Conditional
Purchase
Commitment Period.
(d)
The Conditional
Purchaser is not obliged to agree to extend the
Conditional Purchase Commitment Period and in no event (unless
otherwise agreed in writing by the parties to this Agreement)
will
it be extended beyond the Transfer Date occurring in August
2012.
The initial Conditional Purchaser, any replacement Conditional
Purchaser or any Eligible Transferee will not extend the
Conditional
Purchase Commitment Period unless each Rating Agency has
confirmed
in writing that no Ratings Downgrade will occur as a consequence
of
the extension of the Conditional Purchase Commitment. If the
Conditional Purchaser does not extend its Conditional Purchase
Commitment, the Issuer will cause notice of this fact to be given
to
the Class A4 Noteholders.
(e)
The Remarketing
Bank agrees to deliver an Extension Request to the
Conditional Purchaser prior to each Transfer Date through and
including the Transfer Date occurring in August 2011, pursuant
to
Clause 2.1(b) above, unless instructed otherwise by the Issuer
Cash
Manager.
2.2 Conditional
Purchase by the Conditional Purchaser
(a)
The Conditional
Purchaser agrees to purchase Unremarketed Notes on
the Transfer Date falling in each Conditional Purchase
Commitment
Period at the Transfer Price payable on that Transfer Date, on
the
terms of this Agreement and the Remarketing Agreement, as
specified
in the Conditional Purchase Activation Notice described in this
Clause and delivered in respect of that Transfer Date (the
"Conditional Purchase Commitment"). The Transfer Price payable
upon
the exercise of the Conditional Purchase Commitment shall not,
on
any Transfer Date, exceed the lesser of (a) $1,000,000,000 minus
the
aggregate Principal Amount Outstanding of the Class A4 Notes
previously purchased by the Conditional Purchaser and then held
by
the Conditional Purchaser and (b) the Transfer Price payable in
respect of the Unremarketed Notes referred to in the
Conditional
Purchase Activation Notice issued in respect of that Transfer
Date.
(b)
If, on any
Transfer Date, the Conditional Purchase Commitment is to
be exercised, the Remarketing Bank will give notice to the
Conditional Purchaser in writing, substantially in the form of
Schedule 3 hereto (a "Conditional Purchase Activation Notice")
in
accordance with Clause 3.7 of the Remarketing Agreement, which
notice shall be irrevocable. Pursuant to Clause 3.7 of the
Remarketing Agreement, the Issuer Cash Manager may deliver a
Conditional Purchaser Activation Notice to the Conditional
Purchaser
if the Remarketing Bank does not. The Conditional Purchaser
agrees
to purchase, on a Transfer Date, all of the Unremarketed Notes
specified in the Conditional Purchase Activation Notice delivered
in
respect of that Transfer Date, in accordance with the provisions
of
this Agreement.
(c)
A Conditional
Purchase Activation Notice shall specify:
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(i) the
Principal Amount Outstanding of Unremarketed Notes that
the Conditional Purchaser is obliged to purchase on the
Transfer Date specified therein;
(ii) the Transfer
Price payable by the Conditional Purchaser to or
at the direction of the Remarketing Bank on the Transfer Date
specified therein; and
(iii) that the Remarketing Bank has not received notice from
the
Issuer Cash Manager that any of the events specified in Clause
2.2(d) below has occurred and is continuing and the
Remarketing Bank is otherwise not aware that any of the events
in Clause 2.2(d) below has occurred and is continuing.
(d)
The obligation
of the Conditional Purchaser to purchase the
Unremarketed Notes on any Transfer Date shall be subject to the
conditions that:
(i) no Note
Event of Default (as that term is then defined or was
defined on the Closing Date) has occurred and is continuing;
(ii) no Conditional
Purchase Loss Event has occurred and is
continuing; and
(iii) the Conditional Purchaser shall have received notice from
the
Issuer Cash Manager that there will be sufficient Issuer
Available Revenue Receipts to pay all amounts of interest on
the Class A4 Notes scheduled to be paid on such Transfer Date,
in each case (except in respect of clause (iii) above), on the
date
that the Conditional Purchase Activation Notice is o delivered
to
the Conditional Purchaser and on such Transfer Date.
(e)
The Conditional
Purchase Commitment shall terminate upon the earlier
of (i) the redemption
in full of the Class A4 Notes and (ii) if not
extended in accordance with Clause 2.1, the last day of the
current
Conditional Purchase Commitment Period.
2.3 Conditions
Precedent
The
conditions precedent to the Conditional Purchaser entering into
this
Agreement
are:
(a)
Executed Copies
of Relevant Documents and other documents
On or prior to the Closing Date there having been delivered to
the
Conditional Purchaser executed copies by all parties thereto of
the
Relevant Documents, the Issuer Swap Agreement in respect of the
Series 2006-3 Class A4 Notes and the Series 2006-3 Loan Tranche
Supplement;
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(b)
Legal
Opinions
On or prior to the Closing Date, there having been delivered to
the
Conditional Purchaser copies of opinions with respect to the
enforceability of the Relevant Documents, in form and substance
satisfactory to the Conditional Purchaser, dated the Closing
Date,
of Sidley Austin, legal advisers as to English law to Northern
Rock
and Allen & Overy LLP, legal advisers as to English law to
the
Remarketing Bank;
(c)
Certified
Constitutional Documents
On or prior to the Closing Date, there having been delivered to
the
Conditional Purchaser a copy, ce
