EXHIBIT 4.11
GRANITE MASTER ISSUER PLC
as Master Issuer
GPCH LIMITED
as Issuer Post-Enforcement Call Option Holder
- and -
THE BANK OF NEW YORK
as Note Trustee and Issuer Security Trustee
-------------------------------------------------------------
ISSUER POST-ENFORCEMENT CALL OPTION AGREEMENT
(as amended by a Deed of Amendment
dated 6 July, 2005)
-------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: 30507-00012/774877
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CONTENTS
1.
Interpretation.......................................................1
2.
Option...............................................................1
3.
Representations and
Warranties.......................................2
4.
Consideration........................................................3
5.
Acknowledgement by Note Trustee and Issuer Security
Trustee..........3
6.
Notices..............................................................3
7.
Contracts (Rights of Third Parties) Act
1999.........................4
8.
Governing Law and Jurisdiction; Appropriate
Forum....................4
I
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THIS AGREEMENT IS MADE BY WAY OF DEED dated 19 January 2005
BETWEEN
(1) GRANITE
MASTER ISSUER PLC (registered number 5250668), 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
"Master Issuer");
(2) GPCH LIMITED
(registered number 4128437), a private limited company
incorporated under the laws of England whose registered office is
at
Fifth
Floor, 100 Wood Street, London EC2V 7EX (the "Issuer
Post-Enforcement Call Option Holder"); and
(3) THE BANK OF
NEW YORK acting through its office at 48th Floor, One Canada
Square,
London E14 5AL in its capacity as (1) the "Note Trustee" and
(2)
the
"Issuer Security Trustee".
IT IS HEREBY AGREED AS FOLLOWS:
1.
INTERPRETATION
The
provisions of:
(a)
the Programme
Master Definitions Schedule signed for the purposes
of identification by Sidley Austin Brown & Wood and Allen &
Overy
LLP on 19 January 2005, and
(b)
the Issuer
Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen &
Overy LLP
on 19 January 2005,
(as the
same have been and may be amended, varied or supplemented from
time to
time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this
Agreement.
The Issuer
Master Definitions Schedule shall prevail to the extent that
it
conflicts with the Programme Master Definitions Schedule.
2.
OPTION
2.1 In the event
that (a) the Issuer Security is enforced and the Issuer
Security
Trustee determines that (i) the proceeds of such enforcement,
after
payment of all other claims ranking in priority to the Issuer
Notes
under the Issuer Deed of Charge and to the Noteholders (to the
extent
entitled thereto), are insufficient to pay in full all
principal
and
interest and other amounts whatsoever due in respect of the
Issuer
Notes and
all other claims ranking pari passu therewith, (ii) all such
proceeds
of enforcement have been distributed in accordance with the
terms of
the Issuer Deed of Charge and (iii) there are no further assets
available
to pay principal and interest and other amounts whatsoever due
in respect
of the Issuer Notes, or (b) within 20 days following the
Final
Maturity Date of the latest maturing Issuer Notes, the Issuer
Security
Trustee certifies that there is no further amount outstanding
under the
Global Intercompany Loan Agreement, then:
1
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(a)
in respect of
all Issuer Notes issued prior to the First Programme
Update, all interests in the Global Note Certificates will be
automatically exchanged (such date of exchange being the
"Option
Exercise Date") for equivalent interests in an equivalent
amount
of Issuer Notes in an equivalent Principal Amount Outstanding
represented by Individual Note Certificates and such Global
Note
Certificates will be cancelled; and
(b)
in respect of
all Issuer Notes issued on or after the First
Programme Update, there shall be no automatic exchange of
Global
Issuer Notes but the Option shall at any time thereafter be
exercisable (the date from which the Option becomes so
exercisable
the "Option Date")
"First
Programme Update" shall mean the day on which the Offering
Circular
relating to the Issuer Notes is first published in an updated
form.
2.2 In connection with the issuance of
the Issuer Notes, the Note Trustee
hereby
grants, and the Master Issuer hereby acknowledges, an option
(the
"Option"),
under which the Note Trustee has no personal liability,
exercisable by the Issuer Post-Enforcement Call Option Holder (or
by any
designated
subsidiary of
