Exhibit 4.6.2
EXECUTION VERSION
Dated 24 May, 2006
GRANITE MASTER ISSUER PLC
as Master Issuer
- and -
THE BANK OF NEW YORK
as Note Trustee
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SIXTH SUPPLEMENTAL ISSUER TRUST DEED
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SIDLEY AUSTIN
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
CONTENTS
1. Definitions and Interpretations.......................................2
2. Closing Date..........................................................3
3. Amount, Form and Status...............................................3
4. Covenant to Repay.....................................................4
5. Counterparts..........................................................5
6. Amendments to Principal Issuer Trust Deed.............................5
SCHEDULE 1 FORM OF US GLOBAL NOTE CERTIFICATE FOR THE SERIES
2006-2 NOTES....................................................7
SCHEDULE 2 FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE SERIES
2006-2 NOTES...................................................14
SCHEDULE 3 TERMS AND CONDITIONS OF THE SERIES
2006-2 NOTES...................................................21
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THIS SIXTH SUPPLEMENTAL ISSUER TRUST DEED is made on 24 May, 2006
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, as Master
Issuer or Issuing Entity; and
(2) THE BANK OF NEW YORK, a New York banking corporation acting through its
London branch at 48th Floor, One Canada Square, Canary Wharf, London E14
5AL in its capacity as Note Trustee.
WHEREAS:
(A) The Sixth Supplemental Issuer Trust Deed is supplemental to the Issuer
Trust Deed dated 19 January, 2005 (the "Principal Issuer Trust Deed"),
the first supplemental Issuer Trust Deed dated 26 January, 2005 (the
"First Supplemental Issuer Trust Deed"), the second supplemental Issuer
Trust Deed dated 25 May, 2005 (the "Second Supplemental Issuer Trust
Deed"), the third supplemental Issuer Trust Deed dated 31 August, 2005
(the "Third Supplemental Issuer Trust Deed"), the fourth supplemental
Issuer Trust Deed dated 21 September, 2005 (the "Fourth Supplemental
Issuer Trust Deed"), and the fifth supplemental Issuer Trust Deed dated
25 January, 2006 (the "Fifth Supplemental Issuer Trust Deed") all
between the Master Issuer and the Note Trustee.
(B) The Principal Issuer Trust Deed was made between the parties hereto for
the purposes of constituting the Issuer Notes to be issued by the Master
Issuer, from time to time, up to a maximum nominal amount of
(GBP)20,000,000,000 (subject to adjustment in accordance with the terms
of the Programme Agreement).
(C) The First Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal Issuer
Trust Deed and constitute the Series 2005-1 Notes.
(D) The Second Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal Issuer
Trust Deed and the First Supplemental Issuer Trust Deed and constitute the
Series 2005-2 Notes.
(E) The Third Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal Issuer
Trust Deed, the First Supplemental Issuer Trust Deed and the Second
Supplemental Issuer Trust Deed and constitute the Series 2005-3 Notes.
(F) The Fourth Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal Issuer
Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed and the Third Supplemental Issuer Trust
Deed and constitute the Series 2005-4 Notes.
(G) The Fifth Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal Issuer
Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed, the
Third Supplemental Issuer Trust Deed and the Fourth Supplemental Issuer
Trust Deed and constitute the Series 2006-1 Notes.
(G) The Master Issuer has, pursuant to a resolution of its board of directors
passed on or before 17 May, 2006, duly authorised the issue by the Master
Issuer of the Series 2006-2 Notes.
(H) The parties hereto wish to supplement their obligations under the
Principal Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the
Second Supplemental Issuer Trust Deed, the Third Supplemental Issuer Trust
Deed, the Fourth Supplemental Issuer Trust Deed and the Fifth Supplemental
Issuer Trust Deed as of the date hereof in order to constitute the Series
2006-2 Notes on the terms set out in this Sixth Supplemental Issuer Trust
Deed.
NOW THIS SIXTH SUPPLEMENTAL ISSUER TRUST DEED WITNESSES AND IT IS AGREED AND
DECLARED as follows:
1. Definitions and Interpretations
1.1 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 Sixth Supplemental
Issuer Trust Deed. This Sixth Supplemental Issuer Trust Deed shall prevail
to the extent that it conflicts with the Programme Master Definitions
Schedule and/or the Issuer Master Definitions Schedule. The Issuer Master
Definitions Schedule shall prevail to the extent that it conflicts with
the Programme Master Definitions Schedule.
1.2 In this Sixth Supplemental Issuer Trust Deed:
"Series 2006-2 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 18 May, 2006;
"Series 2006-1 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 20 January, 2006;
"Series 2005-4 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 15 September, 2005;
"Series 2005-3 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 26 August, 2005;
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"Series 2005-2 Notes" means the Issuer Notes, the specific details of
which are contained in the Pricing Supplement signed by the Master Issuer
and dated 23 May, 2005; and
"Series 2005-1 Notes" means the Issuer Notes, the specific details of
which are contained in the Pricing Supplement signed by the Master Issuer
and dated 21 January, 2005.
2. Closing Date
2.1 The parties hereto agree that the terms and conditions of this Sixth
Supplemental Issuer Trust Deed shall automatically take effect on 24 May,
2006, and from such date the provisions of the Principal Issuer Trust
Deed, the First Supplemental Issuer Trust Deed, the Second Supplemental
Issuer Trust Deed, the Third Supplemental Issuer Trust Deed, the Fourth
Supplemental Issuer Trust Deed and the Fifth Supplemental Issuer Trust
Deed shall henceforth be read and construed as one document.
2.2 A memorandum of this Sixth Supplemental Issuer Trust Deed will be endorsed
by the Note Trustee on the executed copy of the Principal Issuer Trust
Deed held by the Note Trustee and by the Master Issuer on its duplicate
copy of the Principal Issuer Trust Deed, in accordance with the provisions
of Clause 2.1 of the Principal Issuer Trust Deed.
3. Amount, Form and Status
3.1 The Series 2006-2 Notes are constituted by and in accordance with the
Principal Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the
Second Supplemental Issuer Trust Deed, the Third Supplemental Issuer Trust
Deed, the Fourth Supplemental Issuer Trust Deed, the Fifth Supplemental
Issuer Trust Deed, and this Sixth Supplemental Issuer Trust Deed in the
following aggregate principal amounts:
(a) Series 2006-2 Class A1 Notes - $810,000,000;
(b) Series 2006-2 Class A2 Notes - (euro)300,000,000;
(c) Series 2006-2 Class A3 Notes - (GBP)70,000,000;
(d) Series 2006-2 Class A4 Notes - $1,275,000,000;
(e) Series 2006-2 Class A5 Notes - (euro)1,360,000,000;
(f) Series 2006-2 Class A6 Notes - (GBP)500,000,000;
(g) Series 2006-2 Class B1 Notes - $29,000,000;
(h) Series 2006-2 Class B2 Notes - $36,000,000;
(i) Series 2006-2 Class B3 Notes - (euro)37,500,000;
(j) Series 2006-2 Class M1 Notes - $25,000,000;
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(k) Series 2006-2 Class M2 Notes - $25,000,000;
(l) Series 2006-2 Class M3 Notes - (euro)35,000,000;
(m) Series 2006-2 Class M4 Notes - (GBP)10,000,000;
(n) Series 2006-2 Class C1 Notes - $75,000,000;
(o) Series 2006-2 Class C2 Notes - (euro)55,000,000;
(p) Series 2006-2 Class C3 Notes - (GBP)12,000,000;
Each Series and Class of the Series 2006-2 Notes shall be in registered
form.
3.2 The Series 2006-2 Notes shall be secured by the security constituted by
the Issuer Deed of Charge.
3.3 Each Series and Class of the Series 2006-2 Notes that are US Notes shall
be represented by a US Global Note Certificate. Each Series and Class of
the Series 2006-2 Notes that are Reg S Notes shall be represented by a Reg
S Global Note Certificate. Each Global Note Certificate shall be
exchangeable in accordance with its provisions for Individual Note
Certificates.
4. Covenant to Repay
4.1 The Master Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity of
each Series and Class of the Series 2006-2 Notes, or on such earlier date
as the same or any part thereof may become due and repayable thereunder,
in accordance with the Issuer Conditions, pay or procure to be paid
unconditionally to or to the order of the Note Trustee in the Specified
Currency, in immediately available funds or same day funds, as applicable,
the principal amount of such Series and Class of the Series 2006-2 Notes,
repayable on that date. The Master Issuer shall in the meantime and until
all such payments (both before and after any judgment or other order of a
court of competent jurisdiction) are duly made (subject to the provisions
of the Issuer Conditions), 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 such Series
and Class of the Series 2006-2 Notes, at rates and/or in amounts set out
in or (as the case may be) calculated from time to time in accordance
with, or specified in, and on the dates provided for in the Issuer
Conditions (subject to Clause 2.6 (Interest following Default) of the
Principal Issuer Trust Deed), provided that;
(a) every payment of principal or interest in respect of any Series and
Class of the Series 2006-2 Notes, made to or to the account of the
Principal Paying Agent in the manner provided in the Issuer Paying
Agent and Agent Bank Agreement, shall satisfy the obligations of the
Master Issuer under this Clause 4.1 (Covenant to Repay), in respect
of such Issuer Notes except to the extent that there is default in
the subsequent payment thereof to the Noteholders in accordance with
the Issuer Conditions;
(b) if any payment of principal in respect of any Series and Class of
the Series 2006-2 Notes is made after the due date, interest shall
continue to accrue on
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the principal amount of such Issuer Notes (both before and after any
judgment or other order of a court of competent jurisdiction) at the
rates aforesaid up to and including the date which the Note Trustee
determines to be the date on and after which payment is to be made
in respect thereof as stated in a notice given to the holders of
such Issuer Notes (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);
(c) in any case where payment of the whole or any part of the principal
amount of any Series 2006-2 Note is improperly withheld or refused
upon due presentation thereof (if so provided in the Issuer Paying
Agent and Agent Bank Agreement), interest shall accrue on the whole,
or such part of such principal amount of such Issuer Note 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, from and including the date of such withholding or
refusal up to and including the date on which, upon further
presentation of the relevant Issuer Note, such principal amount due
(including interest as aforesaid) is paid to the Noteholders or (if
earlier) the seventh day after notice is given to the Noteholders in
accordance with the Issuer Conditions that the full amount
(including interest as aforesaid) payable in respect of the
principal amount is available for payment, provided that, upon
further due presentation thereof (if so provided in the Issuer
Paying Agent and Agent Bank Agreement), such payment is in fact
made; and
(d) notwithstanding any other provision of these presents, pursuant to
Section 316(b) of the Trust Indenture Act, the right of any
Noteholder to receive payment of principal and interest on any
Series and Class of the Series 2006-2 Notes, on or after the
respective due dates expressed for such 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.
5. Counterparts
The provisions of Clause 20.1 (Counterparts) of the Principal Issuer Trust
Deed shall apply to this Sixth Supplemental Issuer Trust Deed mutatis
mutandis as if set out in full herein.
6. Amendments to Principal Issuer Trust Deed
6.1 In respect of each Series and Class of the Series 2006-2 Notes that are US
Notes, the form of Global Note Certificate set out in Schedule 1 to the
Principal Trust Deed shall be replaced with the form of US Global Note
Certificate set out in Schedule 1 hereto.
6.2 In respect of each Series and Class of the Series 2006-2 Notes that are
Reg S Notes, the form of Global Note Certificate set out in Schedule 1 to
the Principal Trust Deed shall be replaced with the form of Reg S Global
Note Certificate set out in Schedule 2 hereto.
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6.3 Issuer Conditions
In respect of the Series 2006-2 Notes, the Terms and Conditions set out in
Schedule 3 to the Principal Issuer Trust Deed shall be replaced with the
Terms and Conditions set out in Schedule 3 hereto.
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EXECUTION PAGE
IN WITNESS WHEREOF this Sixth Supplemental Issuer Trust Deed has been executed
as a deed and delivered by the parties hereto on the day and year first above
written.
as Master Issuer
EXECUTED AND DELIVERED AS A DEED )
by )
GRANITE MASTER ISSUER PLC )
acting by two directors )
/s/ Ian Bowden
- -------------------------
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director
Name: Ian Bowden
/s/ S. Tyson
- -------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director
Name: Sharon Tyson
as Note Trustee
EXECUTED AND DELIVERED AS A DEED )
by )
THE BANK OF NEW YORK )
by its duly authorised signatory )
/s/ Kate Russell
- -------------------------------
Name: Kate Russell
Vice President
in the presence of:
Signature /s/ Helen Kim
-------------------------
Witness
Full name Helen Kim
Occupation
Address The Bank of New York
One Canada Square
London
E14 5AL
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SCHEDULE 1
FORM OF US GLOBAL NOTE CERTIFICATE FOR THE SERIES 2006-2 NOTES
GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and Wales with registered
number 5250668)
SERIES 2006-2 CLASS [A1] [A4] [B1] [B2] [M1] [M2] [C1] GLOBAL NOTE
CERTIFICATE
representing
US$[Initial Principal Amount] Series 2006-2 Class [A1] [A4] [B1] [B2] [M1]
[M2] [C1] Notes due [o]
1. Introduction
This Global Note Certificate is issued in respect of the US$[Initial
Principal Amount] Series 2006-2 Class[A1] [A4] [B1] [B2] [M1] [M2] [C1]
Notes due [o] (the "Notes") of Granite Master Issuer plc (the "Master
Issuer") limited to the aggregate principal amount of
[Initial Principal Amount - words and figures]
The Notes are constituted by the Sixth Supplemental Issuer Trust Deed
dated 24 May, 2006, are subject to, and have the benefit of, a trust deed
dated 19 January, 2005 (as amended or supplemented from time to time, the
"Issuer Trust Deed") between the Master Issuer and The Bank of New York as
trustee (the trustee for the time being thereof being herein called the
"Note Trustee") and are the subject of a paying agent and agent bank
agreement dated 19 January, 2005 (as amended or supplemented from time to
time, the "Issuer Paying Agent and Agent Bank Agreement") between the
Master Issuer, the Principal Paying Agent, the Agent Bank, Citibank, N.A.
as registrar (the "Registrar", which expression includes any successor
registrar appointed from time to time in connection with the Notes), the
Transfer Agent, the US Paying Agent and the Note Trustee.
2. References to Conditions
References herein to the Issuer Conditions (or to any particular numbered
Condition) shall be to the Issuer Conditions (or that particular one of
them) set out in Schedule 3 to the Issuer Trust Deed as supplemented and
modified by the Final Terms applicable to the Notes (the "Final Terms"),
attached hereto. In the event of any conflict between the Issuer
Conditions and the information in the Final Terms, the Final Terms will
prevail.
3. Registered Holder
This is to certify that:
CEDE & CO.
7
is the person registered in the register maintained by the Registrar in
relation to the Notes (the "Register") as the duly registered holder (the
"Holder") of
[Initial Principal Amount - words and figures]
in aggregate principal amount of the Notes.
4. Promise to pay
Subject only as provided in this Global Note Certificate and the Issuer
Conditions, the Master Issuer, for value received, promises to pay to the
Holder the principal amount of this Global Note Certificate (being at the
date hereof [Initial Principal Amount] on the Final Maturity Date (or on
such earlier date as such principal amount may become repayable in
accordance with the Issuer Conditions or the Issuer Trust Deed) and to pay
interest on the principal amount from time to time (as noted in the
records of the custodian for DTC of this Global Note Certificate) in
arrear on each Note Payment Date at the rates determined in accordance
with the Issuer Conditions together with such premium and other amounts
(if any) as may be payable, all subject to and in accordance with the
Issuer Conditions and the provisions of the Issuer Trust Deed.
5. Exchange for Individual Note Certificates
This Global Note Certificate will be exchangeable (in whole but not in
part and free of charge to the holder) for duly authenticated and
completed individual note certificates ("Individual Note Certificates") in
substantially the form (subject to completion) set out in Schedule 2 to
the Issuer Trust Deed only if (i) The Depository Trust Company ("DTC") has
notified the Master Issuer that it 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 appointed by the Master 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 Closing Date (as defined in the Final Terms), the Master
Issuer or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Notes which would not be
required were the relevant Notes Individual Note Certificates. Such
exchange shall be effected in accordance with paragraph 6 (Delivery of
Individual Note Certificates) below.
6. Delivery of Individual Note Certificates
Whenever this Global Note Certificate is to be exchanged for Individual
Note Certificates, such Individual Note Certificates shall be issued in an
aggregate principal amount equal to the principal amount of this Global
Note Certificate within five business days of the delivery, by or on
behalf of the Holder and/or DTC, to the Registrar of such information as
is required to complete and deliver such Individual Note Certificates
(including, without limitation, the names and addresses of the persons in
whose names the Individual Note Certificates are to be registered and the
principal amount of each such person's holding) against the surrender of
this Global
8
Note Certificate at the Specified Office (as defined in the Issuer
Conditions) of the Registrar. Such exchange shall be effected in
accordance with the provisions of the Issuer Paying Agent and Agent Bank
Agreement and the regulations concerning the transfer and registration of
Notes scheduled thereto and, in particular, shall be effected without
charge to any Holder or the Note Trustee, but against such indemnity as
the Registrar may require in respect of any tax or other duty of
whatsoever nature which may be levied or imposed in connection with such
exchange. In this paragraph, "business day" means a day on which
commercial banks are open for business in the city in which the Registrar
has its Specified Office.
7. Payments
Payments of principal, premium (if any) and interest in respect of Notes
represented by this Global Note Certificate will be made in accordance
with the Issuer Conditions. All payments of any amounts payable and paid
to the Holder of this Global Note Certificate shall be valid and, to the
extent of the sums so paid, effectual to satisfy and discharge the
liability for the monies payable hereon.
8. Conditions apply
Save as otherwise provided herein, the Holder of this Global Note
Certificate shall have the benefit of, and be subject to, the Issuer
Conditions, and, for the purposes of this Global Note Certificate, any
reference in the Issuer Conditions to "Note Certificate" or "Note
Certificates" shall, except where the context otherwise requires, be
construed so as to include this Global Note Certificate.
9. Tax Treatment
The Master Issuer will treat the Notes as indebtedness for U.S.
federal income tax purposes. Each Holder of a Note, by the
acceptance hereof, agrees to treat this Note for U.S. federal income
tax purposes as indebtedness.
10. Determination of Entitlement
This Global Note Certificate is evidence of entitlement only and is not a
document of title. Entitlements are determined by the Registrar by
reference to the Register and only the Holder is entitled to payment in
respect of this Global Note Certificate.
11. Authentication
This Global Note Certificate shall not be or become valid for any purpose
unless and until authenticated by or on behalf of Citibank, N.A. as
Registrar.
12. Note Trustee's Powers
In considering the interests of Noteholders in circumstances where this
Global Note Certificate is held on behalf of DTC, Euroclear and/or
Clearstream, Luxembourg, the Note Trustee may, to the extent it considers
it appropriate to do so in the circumstances, (i) have regard to such
information as may have been made available to it by or on behalf of the
relevant clearing system or its operator as to the identity of its
accountholders (either individually or by way of category) with
entitlements in
9
respect of this Global Note Certificate and (ii) consider such interests
on the basis that such accountholders were the holders of this Global Note
Certificate.
13. Definitions
Terms not defined herein have the meaning ascribed to such terms in the
Issuer Conditions.
14. Rights of Third Parties
No person shall have any right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term or condition of this Global Note
Certificate, but this shall not affect any right or remedy which exists or
is available apart from that Act.
15. Governing law
This Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
IN WITNESS whereof the Master Issuer has caused this Global Note Certificate to
be signed manually or in facsimile by a person duly authorised on its behalf.
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GRANITE MASTER ISSUER plc
By: ..............................
[manual or facsimile signature]
(duly authorised)
ISSUED in London, England on 24 May, 2006.
AUTHENTICATED for and on behalf of
CITIBANK, N.A.
as Registrar without recourse, warranty, or liability
.......................................................
[manual signature]
(duly authorised)
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FORM OF TRANSFER
FOR VALUE RECEIVED ...................................................,
being the registered holder of this Global Note Certificate, hereby
transfers to ..............................................................
............................................................................
of ........................................................................
............................................................................
US$[amount] in principal amount of the US$[Initial Principal Amount]
Series 2006-2 Class [A1] [A4] [B1] [B2] [M1] [M2] [C1] Notes (the "Notes")
of Granite Master Issuer plc (the "Master Issuer") and irrevocably
requests and authorises Citibank, N.A., in its capacity as Registrar in
relation to the Notes (or any successor to Citibank, N.A., in its capacity
as such) to effect the relevant transfer by means of appropriate entries
in the Register kept by it.
Dated:..............................
By: ..............................
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed
must correspond with the name of the registered holder as it appears on the face
of this Global Note Certificate.
(a) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any list
of duly authorised specimen signatures supplied by the registered holder
or be certified by a recognised bank, notary public or in such other
manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to [Specified
Denomination].
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[Final Terms]
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SCHEDULE 2
FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE SERIES 2006-2 NOTES
THIS 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 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.
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GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and Wales with registered
number 5250668)
SERIES 2006-2 CLASS [A2] [A3] [A5] [A6] [B3] [M3] [M4] [C2] [C3] GLOBAL
NOTE CERTIFICATE
representing
[Specified Currency and Initial Principal Amount] Series 2006-2 Class [A2] [A3]
[A5] [A6] [B3] [M3] [M4] [C2] [C3] Notes due [o]
1. Introduction
This Global Note Certificate is issued in respect of the [Specified
Currency and Initial Principal Amount] Series 2006-2 Class [A2] [A3] [A5]
[A6] [B3] [M3] [M4] [C2] [C3] Notes due [o] (the "Notes") of Granite
Master Issuer plc (the "Master Issuer") limited to the aggregate principal
amount of
[Initial Principal Amount - words and figures]
The Notes are constituted by the Sixth Supplemental Issuer Trust Deed
dated 24 May, 2006, are subject to, and have the benefit of, a trust deed
dated 19 January, 2005 (as amended or supplemented from time to time, the
"Issuer Trust Deed") between the Master Issuer and The Bank of New York as
trustee (the trustee for the time being thereof being herein called the
"Note Trustee") and are the subject of a paying agent and agent bank
agreement dated 19 January, 2005 (as amended or supplemented from time to
time, the "Issuer Paying Agent and Agent Bank Agreement") between the
Master Issuer, the Principal Paying Agent, the Agent Bank, Citibank, N.A.
as registrar (the "Registrar", which expression includes any successor
registrar appointed from time to time in connection with the Notes), the
Transfer Agent, the US Paying Agent and the Note Trustee.
2. References to Conditions
References herein to the Issuer Conditions (or to any particular numbered
Condition) shall be to the Issuer Conditions (or that particular one of
them) set out in Schedule 3 to the Issuer Trust Deed as supplemented and
modified by the Final Terms applicable to the Notes (the "Final Terms"),
attached hereto. In the event of any conflict between the Issuer
Conditions and the information in the Final Terms, the Final Terms will
prevail.
3. Registered Holder
This is to certify that:
CITIVIC NOMINEES LTD.
is the person registered in the register maintained by the Registrar in
relation to the Notes (the "Register") as the duly registered holder (the
"Holder") of
[Initial Principal Amount - words and figures]
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in aggregate principal amount of the Notes.
4. Promise to pay
Subject only as provided in this Global Note Certificate and the Issuer
Conditions, the Master Issuer, for value received, promises to pay to the
Holder the principal amount of this Global Note Certificate (being at the
date hereof Initial Principal Amount on the Final Maturity Date (or on
such earlier date as such principal amount may become repayable in
accordance with the Issuer Conditions or the Issuer Trust Deed) and to pay
interest on the principal amount from time to time (as noted in the
records of the common depositary for Euroclear and Clearstream, Luxembourg
of this Global Note Certificate) in arrear on each Note Payment Date at
the rates determined in accordance with the Issuer Conditions together
with such premium and other amounts (if any) as may be payable, all
subject to and in accordance with the Issuer Conditions and the provisions
of the Issuer Trust Deed.
5. Exchange for Individual Note Certificates
This Global Note Certificate will be exchangeable (in whole but not in
part and free of charge to the holder) for duly authenticated and
completed individual note certificates ("Individual Note Certificates") in
substantially the form (subject to completion) set out in Schedule 2 to
the Issuer Trust Deed only if (i) both Euroclear and Clearstream,
Luxembourg are closed for a continuous period of 14 days (other than by
reason of a holiday, statutory or otherwise) or announce an intention to
permanently 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 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 Closing Date (as defined in the Final Terms), the Master
Issuer or any Paying Agent is or will be required to make any deduction or
withholding from any payment in respect of the Notes which would not be
required were the relevant Notes Individual Note Certificates. Such
exchange shall be effected in accordance with paragraph 6 (Delivery of
Individual Note Certificates) below.
6. Delivery of Individual Note Certificates
Whenever this Global Note Certificate is to be exchanged for Individual
Note Certificates, such Individual Note Certificates shall be issued in an
aggregate principal amount equal to the principal amount of this Global
Note Certificate within five business days of the delivery, by or on
behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the
Registrar of such information as is required to complete and deliver such
Individual Note Certificates (including, without limitation, the names and
addresses of the persons in whose names the Individual Note Certificates
are to be registered and the principal amount of each such person's
holding) against the surrender of this Global Note Certificate at the
Specified Office (as defined in the Issuer Conditions) of the Registrar.
Such exchange shall be effected in accordance with the provisions of the
Issuer Paying Agent and Agent Bank Agreement and the regulations
concerning the transfer and registration of Notes scheduled thereto and,
in particular, shall be effected without charge to any Holder or
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the Note Trustee, but against such indemnity as the Registrar may require
in respect of any tax or other duty of whatsoever nature which may be
levied or imposed in connection with such exchange. In this paragraph,
"business day" means a day on which commercial banks are open for business
in the city in which the Registrar has its Specified Office.
7. Payments
Payments of principal, premium (if any) and interest in respect of Notes
represented by this Global Note Certificate will be made in accordance
with the Issuer Conditions. All payments of any amounts payable and paid
to the Holder of this Global Note Certificate shall be valid and, to the
extent of the sums so paid, effectual to satisfy and discharge the
liability for the monies payable hereon.
8. Conditions apply
Save as otherwise provided herein, the Holder of this Global Note
Certificate shall have the benefit of, and be subject to, the Issuer
Conditions, and, for the purposes of this Global Note Certificate, any
reference in the Issuer Conditions to "Note Certificate" or "Note
Certificates" shall, except where the context otherwise requires, be
construed so as to include this Global Note Certificate.
9. Determination of Entitlement
This Global Note Certificate is evidence of entitlement only and is not a
document of title. Entitlements are determined by the Registrar by
reference to the Register and only the Holder is entitled to payment in
respect of this Global Note Certificate.
10. Authentication
This Global Note Certificate shall not be or become valid for any purpose
unless and until authenticated by or on behalf of Citibank, N.A. as
Registrar.
11. Note Trustee's Powers
In considering the interests of Noteholders in circumstances where this
Global Note Certificate is held on behalf of DTC, Euroclear and/or
Clearstream, Luxembourg, the Note Trustee may, to the extent it considers
it appropriate to do so in the circumstances, (i) have regard to such
information as may have been made available to it by or on behalf of the
relevant clearing system or its operator as to the identity of its
accountholders (either individually or by way of category) with
entitlements in respect of this Global Note Certificate and (ii) consider
such interests on the basis that such accountholders were the holders of
this Global Note Certificate.
12. Definitions
Terms not defined herein have the meaning ascribed to such terms in the
Issuer Conditions.
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13. Rights of Third Parties
No person shall have any right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term or condition of this Global Note
Certificate, but this shall not affect any right or remedy which exists or
is available apart from that Act.
14. Governing law
This Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
IN WITNESS whereof the Master Issuer has caused this Global Note Certificate to
be signed manually or in facsimile by a person duly authorised on its behalf.
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GRANITE MASTER ISSUER plc
By: ..............................
[manual or facsimile signature]
(duly authorised)
ISSUED in London, England on 24 May, 2006.
AUTHENTICATED for and on behalf of CITIBANK, N.A.
as Registrar without recourse, warranty, or liability
.....................................
[manual signature]
(duly authorised)
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FORM OF TRANSFER
FOR VALUE RECEIVED ...................................................,
being the registered holder of this Global Note Certificate, hereby
transfers to ..............................................................
............................................................................
of ........................................................................
............................................................................
[Specified Currency][amount] in principal amount of the [Specified
Currency and Initial Principal Amount] Series 2006-2 Class [A2] [A3] [A5]
[A6] [B3] [M3] [M4] [C2] [C3] Notes (the "Notes") of Granite Master Issuer
plc (the "Master Issuer") and irrevocably requests and authorises
Citibank, N.A., in its capacity as Registrar in relation to the Notes (or
any successor to Citibank, N.A., in its capacity as such) to effect the
relevant transfer by means of appropriate entries in the Register kept by
it.
Dated:..............................
By: ..............................
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed
must correspond with the name of the registered holder as it appears on the face
of this Global Note Certificate.
(a) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any list
of duly authorised specimen signatures supplied by the registered holder
or be certified by a recognised bank, notary public or in such other
manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to [Specified
Denomination].
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[Final Terms]
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SCHEDULE 3
Terms and Conditions of the Series 2006-2 Notes