Execution Version
EXHIBIT 10.6.1
Dated 24 September 2003
GRANITE MORTGAGES 03-3 plc
as Current Issuer
LAW DEBENTURE CORPORATE SERVICES LIMITED
as Current Issuer Corporate Services Provider
NORTHERN ROCK PLC
as Originator
GRANITE FINANCE HOLDINGS LIMITED
GPCH LIMITED
- and -
THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c.
as Share Trustee
- ----------------------------------------------------------------------------
ISSUER CORPORATE SERVICES AGREEMENT
- ----------------------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
1 THREADNEEDLE STREET
LONDON EC2R 8AW
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: 30507-19/615190
CONTENTS
1. Definitions and Interpretation.......................................1
2. Nomination of Directors..............................................2
3. Returns..............................................................3
4. Administrative Services..............................................3
5. Confidentiality......................................................4
6. Remuneration.........................................................5
7. Non Petition and Limited Recourse....................................5
8. Termination..........................................................6
9. Non-Assignment.......................................................7
10. Non-exclusive........................................................7
11. Indemnity............................................................7
12. Governing Law and Jurisdiction, Appropriate Form.....................8
13. Contracts (Rights of Third Parties) Act 1999.........................8
14. Notices..............................................................8
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THIS AGREEMENT is made 24 September 2003
BETWEEN:
(1) GRANITE MORTGAGES 03-3 plc (registered number 4823268) 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
as the Current Issuer;
(2) LAW DEBENTURE CORPORATE SERVICES LIMITED, (registered number 3388362)
whose registered office is at Fifth Floor, 100 Wood Street, London
EC2V 7EX in its capacity as the Current Issuer Corporate Services
Provider;
(3) NORTHERN ROCK PLC (registered number 3273685) whose registered office
is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL as
Northern Rock;
(4) GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX
as Holdings;
(5) GPCH LIMITED (registered number 4128437) whose registered office is at
Fifth Floor, 100 Wood Street, London EC2V 7EX as GPCH and, together
with Holdings and the Current Issuer, the "SPV Companies" and each a
"SPV Company"); and
(6) THE LAW DEBENTURE INTERMEDIARY CORPORATION p.l.c. (registered number
1525148) whose registered office is at Fifth Floor, 100 Wood Street,
London EC2V 7EX in its capacity as Share Trustee.
WHEREAS:
The Current Issuer Corporate Services Provider has agreed with the other
parties hereto to provide certain corporate services as more fully described
below.
IT IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation
The provisions of:
(a) the Master Definitions Schedule as amended and restated by
(and appearing in Appendix 1 to) the Master Definitions
Schedule Sixth Amendment and Restatement Deed made on 24
September 2003 between, among others, the Seller, Funding and
the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes
of identification by Sidley Austin Brown & Wood and Allen &
Overy on 24 September 2003,
(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 specified above shall prevail to
the extent that it conflicts with the Master Definitions Schedule.
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2. Nomination of Directors
(a) For so long as this Agreement remains in force and subject as
set out in paragraph (b) below:
(i) Northern Rock will be entitled to, and shall, nominate
one person willing to serve in the capacity of
director for each SPV Company (and Northern Rock shall
be deemed to have so nominated Keith McCallum Currie
as its first nominee in such capacity) and nothing
herein shall require Northern Rock to nominate the
same person as director for each SPV Company; and
(ii) the Current Issuer Corporate Services Provider will be
entitled to, and shall, nominate two persons willing
to serve in the capacity of director for each SPV
Company (and shall be deemed to have so nominated
L.D.C. Securitisation Director No. 1 Limited and
L.D.C. Securitisation Director No. 2 Limited as its
first nominees in such capacity) and nothing herein
shall prevent the Current Issuer Corporate Services
Provider from nominating itself as a corporate
director for each SPV Company or require the Current
Issuer Corporate Services Provider to nominate the
same two persons as director for each SPV Company.
(b) In relation to any person nominated or deemed to be nominated
under (a) above, whichever of Northern Rock or the Current
Issuer Corporate Services Provider nominated that person is
referred to below as that person's "appointor".
(c) In relation to any person nominated or deemed to be nominated
under (a) above as a director of any SPV Company, that person
is referred to below as a "Director".
(d) Each appointor hereby confirms to the other that, if the
person nominated or deemed to be nominated by it should resign
or retire or for any other reason cease to act as Director of
any SPV Company, it will promptly:
(i) procure that such Director shall acknowledge in
writing that he has no claim of any nature whatsoever
against the SPV Companies;
(ii) nominate another person willing to act in the relevant
capacity; and
(iii) procure the consent of that other person to act in
that capacity.
(e) Each appointor shall procure that each of the persons
respectively nominated or deemed to be nominated by it from
time to time as provided above accepts the relevant
appointment and acts in the relevant capacity without fee or
remuneration from any SPV Company save that nothing in this
Agreement shall prejudice any right to remuneration on the
part of the Current Issuer Corporate Services Provider under
Clause 6 hereof.
(f) The Share Trustee undertakes and agrees subject to its duties
and obligations as Share Trustee under the Share Trust Deed
dated 19 March 2001 that it shall exercise its rights as a
shareholder of Holdings and all rights and powers
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vested in it under the Articles of Association of each SPV
Company so as to procure that the Board of Directors of each
SPV Company comprises at all times one nominee of Northern
Rock (provided that Northern Rock shall have nominated such
person to such office) and two nominees of the Current Issuer
Corporate Services Provider as provided under paragraph (a)
above.
(g) The obligations of the Current Issuer Corporate Services
Provider under this Agreement and the obligations of each SPV
Company under the Transaction Documents are, respectively,
solely the corporate obligations of the Current Issuer
Corporate Services Provider and the SPV Companies. No recourse
shall be had in respect of any obligation or claim arising out
of or based upon this Agreement or any of the Transaction
Documents against any employee, officer or director of the
Current Issuer Corporate Services Provider or the SPV
Companies save where the claim, demand, liability, cost or
expense in connection therewith arises from the negligence,
wilful default or breach of duty of such employee, officer or
director of the Current Issuer Corporate Services Provider or
the SPV Companies.
3. Returns
Northern Rock undertakes that the person for the time being nominated
by it as Director of a SPV Company pursuant to Clause 2 shall ensure,
insofar as he or she is able having regard to the duties imposed on
directors by law, that (a) all registers, filings and returns required
to be made by such SPV Company are kept and made in accordance with
the relevant provisions of English law or the rules of any relevant UK
regulatory authority and (b) such SPV Company is otherwise in
compliance with the Companies Act 1985.
4. Administrative Services
4.1 The Current Issuer Corporate Services Provider shall provide the
following services (the "Services"):
(a) a registered office and administrative office for each SPV
Company;
(b) the services of three persons who will, if required, accept
office as directors of each SPV Company;
(c) the services of a secretary to each SPV Company to perform all
the duties properly required of a secretary by the directors
of such SPV Company and the Companies Acts 1985 (the "Law");
(d) the arrangement of meetings of directors and shareholders of
each SPV Company in the UK and the preparation of minutes of
such meetings;
(e) the arrangement of annual meetings and any other meetings of
the shareholders of each SPV Company;
(f) the maintenance of the statutory books of each SPV Company and
any other books and records required by law or ordinarily
required by a English company and the preparation and issue of
share certificates;
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(g) the preparation and submission of any other documents required
by law to be prepared or filed by each SPV Company including
all filings to be made with the Registrar of Companies;
(h) the provision of book keeping services and preparation of each
SPV Company's accounts based upon the ledgers and records
maintained by the Current Issuer Cash Manager;
(i) the instruction of each SPV Company's auditors to prepare the
annual audited financial statements; and
(j) the execution of all such agreements, documents and
undertakings as shall be necessary in connection with the
business of each SPV Company if so authorised by a valid
resolution of the Board of Directors of each SPV Company;
4.2 The Current Issuer Corporate Service Provider's duties:
(a) The Current Issuer Corporate Service Provider shall at all
times act in accordance with all reasonable and proper
directions, orders and instructions given by the Board of
Directors of each SPV Company.
(b) The Current Issuer Corporate Service Provider shall not
knowingly do or knowingly omit to do anything which would
constitute a breach of any provisions of the Memorandum and
Articles of Association of each SPV Company or of any legally
binding restrictions applying to each such SPV Company. This
includes but is not limited to any legally binding
restrictions applying to each SPV Company as a consequence of
its being a party to the Transaction Documents.
5. Confidentiality
5.1 The Current Issuer Corporate Services Provider shall not, and hereby
undertakes to procure that each person nominated or deemed to be
nominated by the Current Issuer Corporate Services Provider as
Director of each SPV Company shall not (regardless of whether or not
such person shall still be in office), at any time disclose to any
person, firm or company whatsoever (other than the Share Trustee), and
shall treat as confidential, any information relating to the business,
finances or other matters of Northern Rock or any SPV Company which
such Director may have obtained as a result of (in the case of the
Current Issuer Corporate Services Provider) its role under this
Agreement as a Director or as employer or principal to any Director or
(in the case of any Director) such Director's position as Director of
each SPV Company, or otherwise have become possessed of, and the
Current Issuer Corporate Services Provider shall use its best
endeavours to prevent any such disclosure provided however that the
provisions of this Clause shall not apply:
(a) to the disclosure of any information already known to the
recipient;
(b) to the disclosure of any information which is or becomes
public knowledge otherwise than in breach of this Clause;
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(c) to any extent that disclosure is required pursuant to any law
or order of any court or pursuant to any direction, request or
requirement (whether or not having the force of law) of any
central bank or any governmental or other regulatory or
taxation authority (including, without limitation, any
official bank examiners or regulators or the London Stock
Exchange plc or any other applicable stock exchange);
(d) to the disclosure of any information to professional advisers
or any of the Rating Agencies who receive the same under a
duty of confidentiality;
(e) to the disclosure of any information with the consent of all
the parties hereto; and
(f) to the disclosure of any information to the Note Trustee.
and the Current Issuer Corporate Services Provider hereby agrees to
indemnify and hold harmless Northern Rock and the SPV Companies for
all losses, damages, expenses, costs, claims and charges arising from
or caused by any disclosure of information by any of the Current
Issuer Corporate Services Provider or any Director nominated or deemed
to be nominated by it which disclosure is made contrary to the
provisions of this Clause.
5.2 The obligations of the Current Issuer Corporate Services Provider
under this Clause 5 shall survive the termination of this Agreement.
6. Remuneration
The Current Issuer Corporate Services Provider shall be entitled to
remuneration for the services provided by it under this Agreement of
an amount to be agreed between the SPV Companies, Northern Rock and
the Current Issuer Corporate Services Provider (together with Value
Added Tax thereon) which shall consist of remuneration for corporate
services hereunder to be borne by the SPV Companies and payable
quarterly on Payment Dates subject to and in accordance with the
Current Issuer Priority of Payments. The remuneration to the Current
Issuer Corporate Services Provider as set forth in this Clause shall
apply only in respect of this Agreement and the transactions
contemplated by the Transaction Documents, and the remuneration to the
Current Issuer Corporate Services Provider in respect of any previous
or subsequent transaction between the parties shall be as agreed in
connection with such transaction.
7. Non Petition and Limited Recourse
7.1 Each of the parties hereto hereby agrees that it shall not institute
against any of the SPV Companies any winding-up, administration,
insolvency or similar proceedings in any jurisdiction for so long as
any sum is outstanding under the Notes of any Issuer or for two years
plus one day since the last day on which any such sum was outstanding.
7.2 Each of the parties hereto agrees that notwithstanding any other
provision of this Agreement or any other Transaction Document:
(a) in relation to GPCH and/or Holdings, any amount payable by
GPCH or Holdings to any other party to this Agreement under
this Agreement shall only
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be payable to the extent that GPCH or, as the case may be,
Holdings has sufficient funds to pay such amount on such date;
and
(b) in relation to the Current Issuer:
(i) only the Note Trustee may enforce the security created
in favour of the Note Trustee under the Current Issuer
Deed of Charge in accordance with the provisions
thereof;
(ii) no sum due or owing to any party to this Agreement
from or by the Current Issuer under this Agreement
shall be payable by the Current Issuer except to the
extent that the Current Issuer has sufficient funds
available or (following enforcement of the Current
Issuer Security) the Note Trustee has realised
sufficient funds from the Current Issuer Security to
pay such sum subject to and in accordance with the
relevant Current Issuer Priority of Payments and
provided that all liabilities of the Current Issuer
required to be paid in priority thereto or pari passu
therewith pursuant to such Current Issuer Priority of
Payments have been paid, discharged and/or otherwise
provided for in full; and
(iii) it shall not take any steps for the purpose of
recovering any amount payable by the Current Issuer or
enforcing any rights arising out of this Agreement
against the Current Issuer otherwise than in
accordance with the Current Issuer Deed of Charge.
7.3 The provisions of Clause 6 of the Current Issuer Deed of Charge shall
prevail in the event that and to the extent that they conflict with
the provisions of this Clause 7.
8. Termination
8.1 The appointment of the Current Issuer Corporate Services Provider
hereunder in relation to each SPV Company shall terminate:
(a) upon the expiration of 90 days notice in writing given by the
Current Issuer Corporate Services Provider or by the relevant
SPV Company and provided that a substitute corporate services
provider acceptable to the relevant SPV Company and Northern
Rock has been appointed in relation to the relevant SPV
Company on terms substantially the same as those set out in
this Agreement and that such appointment will be effective not
later than the date of the termination;
(b) immediately if:
(i) an order has been made or a resolution has been passed
to put the Current Issuer Corporate Services Provider
into liquidation (except a voluntary liquidation for
the purpose of reconstruction or amalgamation); or
(ii) the Current Issuer Corporate Services Provider has
broken or is in breach of any of the terms of this
Agreement and shall not have remedied such breach
within 30 days after service of notice requiring the
same to be remedied; or
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(iii) the Current Issuer Corporate Services Provider becomes
insolvent; or
(iv) the Current Issuer Corporate Services Provider ceases
or threatens to cease to carry on its business or a
substantial part of its business or stops payment or
threatens to stop payment of its debts.
8.2 This agreement shall terminate automatically on the date falling 90
days after the later of the date on which the Mortgages Trust Deed
terminates or the date on which all of the Current Issuer Secured
Obligations have been discharged in full.
8.3 Termination of the appointment of the Current Issuer Corporate
Services Provider under this Clause 8 shall be without prejudice to
the rights of any party in respect of any antecedent claim against or
breach of the terms of this Agreement by the Current Issuer Corporate
Services Provider.
9. Non-Assignment
The rights and obligations of the parties hereto are personal and,
save in the case of the Current Issuer in accordance with the Current
Issuer Deed of Charge, shall not be capable of assignment.
10. Non-exclusive
The Current Issuer Corporate Services Provider and the Directors shall
be at liberty to provide services of a like nature to any other
persons it may think fit whether for its own account or that of any
other person.
Neither the Current Issuer Corporate Services Provider nor any other
person affiliated with the Current Issuer Corporate Services Provider
shall in consequence of the appointment of the Current Issuer
Corporate Services Provider hereunder or in consequence of any
transaction entered into by any SPV Company with the Current Issuer
Corporate Services Provider be liable to account to the SPV Companies
for any profits (whether disclosed or not) accruing to the Current
Issuer Corporate Services Provider from or by virtue of any such
transaction.
The Current Issuer Corporate Services Provider shall be entitled to
charge and receive remuneration in accordance with its usual charging
policies for any legal advice initiated by and rendered to any SPV
Company, subject, in the case of any SPV Company, to the limited
recourse provisions set out in Clause 7.
11. Indemnity
Northern Rock undertakes to indemnify and hold harmless the Current
Issuer Corporate Services Provider, the Directors and the Share
Trustee against all actions, proceedings, accounts, claims or demands
and any costs and expenses incurred in connection therewith which may
be brought or made or threatened to be brought or made against either
the Current Issuer Corporate Services Provider, the Directors or the
Share Trustee in connection with the affairs of any SPV Company unless
any such liability shall have arisen solely due to the fraud, wilful
misconduct or gross negligence of the Current Issuer Corporate
Services Provider, the Directors or the Share Trustee. This indemnity
shall continue in force notwithstanding the termination of this
Agreement.
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12. Governing Law and Jurisdiction, Appropriate Form
12.1 This Agreement is governed by, and shall be construed in accordance
with, the laws of England and Wales.
12.2 Each of the parties hereto irrevocably agrees that the courts of
England shall have jurisdiction to hear and determine any suit, action
or proceeding, and to settle any disputes, which may arise out of or
in connection with this Agreement and, for such purposes, irrevocably
submits to the jurisdiction of such courts.
12.3 Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated
as the forum to hear and determine any proceedings and to settle any
disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.
13. Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Agreement may not enforce any of
its terms under the Contracts (Rights of Third Parties) Act 1999, but
this shall not affect any right or remedy of a third party which
exists or is available apart from that Act.
14. Notices
Any notices to be given and any correspondence or communication to be
delivered or forwarded pursuant to this Agreement shall be
sufficiently served, delivered or forwarded if sent by prepaid airmail
or by facsimile transmission and shall be deemed to be given (in the
case of facsimile transmission at 10.00am on the next business day in
the place of receipt following despatch) or (in the case of the post)
three (3) days after the despatch thereof and shall be sent:
(a) in the case of the Current Issuer Corporate Services Provider,
to its office specified against its name at the commencement
of this Agreement, fax number 020 7606 0643, marked for the
attention of Sharon Tyson;
(b) in the case of each SPV Company, to its office specified
against its name at the commencement of this Agreement fax
number 020 7606 0643, marked for the attention of Sharon Tyson
with a copy to Northern Rock to its office specified against
its name at the commencement of this Agreement, fax number
0191 279 4694, marked for the attention of Keith Currie; and
(c) in the case of the Share Trustee, to its office specified
against its name at the commencement of this Agreement fax
number 020 7606 0643, marked for the attention of Sharon
Tyson.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the date
first above written:
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EXECUTION PAGE
The Current Issuer
Executed by
GRANITE MORTGAGES 03-3 PLC
as follows: By
Signed for and on its behalf by --------------------------------------
one of its duly authorised for and on behalf of LDC
attorneys/signatories Securitisation Director No.1 Limited
Name
--------------------------------------
The Current Issuer Corporate Services Provider
Executed by
LAW DEBENTURE CORPORATE
SERVICES LIMITED
as follows: By
Signed for and on its behalf by --------------------------------------
one of its duly authorised Duly Authorised Attorney/Signatory
attorneys/signatories
Name
--------------------------------------
The Share Trustee
Executed by
LAW DEBENTURE INTERMEDIARY
CORPORATION PLC
as follows: By
Signed for and on its behalf by --------------------------------------
one of its duly authorised Duly Authorised Attorney/Signatory
attorneys/signatories
Name
--------------------------------------
Holdings
Executed by
GRANITE FINANCE HOLDINGS LIMITED
as follows: By
Signed for and on its behalf by --------------------------------------
one of its duly authorised for and on behalf of LDC
attorneys/signatories Securitisation Director No.1 Limited
Name
--------------------------------------
GPCH Limited
Executed by
GPCH LIMITED
as follows: By
Signed for and on its behalf by --------------------------------------
one of its duly authorised for and on behalf of LDC
attorneys/signatories Securitisation Director No.1 Limited
Name
--------------------------------------
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The Originator
Executed by
NORTHERN ROCK PLC
as follows: By
Signed for and on its behalf by --------------------------------------
one of its duly authorised Duly Authorised Attorney/Signatory
attorneys/signatories
Name
--------------------------------------
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