Exhibit 4.4.2
EXECUTION VERSION
Dated 29 November, 2006
GRANITE MASTER ISSUER PLC
as Master Issuer
UBS AG, LONDON BRANCH
as a New Issuer Secured Creditor
BANQUE AIG, LONDON BRANCH
as a New Issuer Secured Creditor
THE BANK OF NEW YORK
as Note Trustee and Issuer Security Trustee
- and -
OTHERS
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ISSUER DEED OF ACCESSION
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SIDLEY AUSTIN
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
CONTENTS
1. INTERPRETATION..........................................................2
2. REPRESENTATIONS AND WARRANTIES..........................................2
3. ACCESSION...............................................................3
4. SCOPE OF THE ISSUER DEED OF CHARGE......................................3
5. APPLICATION.............................................................4
6. NOTICES.................................................................4
7. THIRD PARTY RIGHTS......................................................4
8. EXECUTION IN COUNTERPARTS...............................................5
9. GOVERNING LAW...........................................................5
THIS DEED is made on 29 November, 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;
(2) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at 40th Floor, One Canada Square, London E14 5AL, United
Kingdom, in its capacity as (1) Issuer Security Trustee and (2) Note
Trustee;
(3) CITIBANK, N.A., acting through its office at Citigroup Centre, Canada
Square, Canary Wharf, London E14 5LB, in its capacity as (1) Principal
Paying Agent, (2) Agent Bank, (3) Registrar, (4) Transfer Agent and (5)
an Issuer Account Bank;
(4) CITIBANK, N.A., acting through its office at 14th Floor, 388 Greenwich
Street, New York, N.Y. 10013, U.S.A., in its capacity as US Paying
Agent;
(5) NORTHERN ROCK PLC (registered number 03273685) 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
capacity as (1) Issuer Cash Manager, (2) Issuer GIC Provider and (3)
Start-Up Loan Provider;
(6) LAW DEBENTURE CORPORATE SERVICES LIMITED (registered number 3388362) a
private 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 Corporate Services Provider;
(7) CITIGROUP GLOBAL MARKETS LIMITED in its capacity as the Issuer Swap
Provider in respect of the Series 2005-3 Notes;
(8) BARCLAYS BANK PLC ("Barclays") a public limited company incorporated
under the laws of England and Wales, acting through its branch at 5, The
North Colonnade, Canary Wharf, London E14 4BB in its capacity as an
Issuer Swap Provider in respect of the Series 2005-1 Notes, the Series
2005-2 Notes, the Series 2006-1 Notes and the Series 2006-3 Notes;
(9) ABN AMRO BANK N.V., LONDON BRANCH ("ABN") acting through its branch at
250 Bishopsgate, London EC2M 4AA in its capacity as an Issuer Swap
Provider in respect of the Series 2005-1 Notes and the Series 2006-3
Notes;
(10) HSBC BANK PLC ("HSBC") (registered number 00014259) acting through its
office at 8 Canada Square, London E14 5HQ in its capacity as an Issuer
Swap Provider in respect of the Series 2005-1 Notes and the Series
2006-1 Notes;
(11) BANQUE AIG, LONDON BRANCH ("Banque AIG") in its capacity as (1) an
Issuer Swap Provider in respect of the Series 2005-4 Notes, the Series
2006-2 Notes and the Series 2006-4 Notes and (2) as a New Issuer Secured
Creditor;
(12) SWISS RE FINANCIAL PRODUCTS CORPORATION ("Swiss Re") in its capacity as
an Issuer Swap Provider in respect of the Series 2005-4 Notes;
(13) UBS AG, LONDON BRANCH ("UBS") acting through its office at 100 Liverpool
Street, London EC2M 2RH in its capacity as (1) an Issuer Swap Provider
in respect of the Series 2006-1 Notes and the Series 2006-4 Notes and
(2) as a New Issuer Secured Creditor (together with Banque AIG, the "New
Issuer Secured Creditors"); and
(14) DEUTSCHE BANK AG, LONDON BRANCH ("Deutsche Bank") as an Issuer Swap
Provider in respect of the Series 2006-2 Notes.
NOW THIS DEED WITNESSES AS FOLLOWS
WHEREAS
(A) Pursuant to the terms of the Issuer Swap Agreements entered into between
the Master Issuer and UBS (the "UBS Issuer Swap Agreements"), each dated
29 November, 2006, the Master Issuer has agreed to make certain payments
in sterling to UBS in exchange for payments in US Dollars and
additionally to make certain payments in sterling to UBS in exchange for
payments in Canadian Dollars.
(B) Pursuant to the terms of the Issuer Swap Agreements entered into between
the Master Issuer and Banque AIG (the "Euro Issuer Swap Agreements"),
each dated 29 November, 2006, the Master Issuer has agreed to make
certain payments in sterling to Banque AIG in exchange for payments in
Euro.
(C) The Master Issuer has agreed to provide the Issuer Security Trustee with
the benefit of the security described in the Issuer Deed of Charge to
secure the Master Issuer's obligations to the Issuer Secured Creditors.
(D) The terms of the Issuer Deed of Charge permit the Master Issuer to
secure its obligations to a New Issuer Secured Creditor thereunder.
(E) Each New Issuer Secured Creditor has agreed to enter into this Deed to
accede to the provisions of the Issuer Deed of Charge.
(F) The Issuer Secured Creditors have agreed to enter into this Deed to,
inter alia, acknowledge and agree to such accession.
1. INTERPRETATION
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 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 may be amended, varied or
supplemented from time to time with the consent of the parties thereto)
are expressly and specifically incorporated into and shall apply to this
Deed.
The Issuer Master Definitions Schedule specified above shall prevail to
the extent it conflicts with the Programme Master Definitions Schedule.
2. REPRESENTATIONS AND WARRANTIES
2
The Master Issuer hereby represents and warrants to the Issuer Security
Trustee and each of the Issuer Secured Creditors in respect of itself
that as of the date of this Deed the conditions to issuing further
Issuer Notes set out in the Programme Agreement and the Issuer Trust
Deed are satisfied.
3. ACCESSION
In consideration of the New Issuer Secured Creditors each being accepted
as an Issuer Secured Creditor for the purposes of the Issuer Deed of
Charge by the parties thereto as from the date of this Deed, each New
Issuer Secured Creditor:
(a) confirms that as from 29 November, 2006, it intends to be a party
to the Issuer Deed of Charge as an Issuer Secured Creditor;
(b) undertakes to comply with and be bound by:
(i) 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
(ii) 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); and
confirms that the Issuer Master Definitions Schedule specified
above shall prevail to the extent that it conflicts with the
Programme Master Definitions Schedule;
(c) undertakes to perform, comply with and be bound by all of the
provisions of the Issuer Deed of Charge in its capacity as an
Issuer Secured Creditor, as if it had been an original party
thereto including, without limitation, as provided in Clause 5
(Restrictions on Exercise of Certain Rights), Clause 7.3 (Issuer
Post-Enforcement Priority of Payments), Clause 7.6 (Issuer
Security Trustee Rights upon Enforcement), Clause 19.3 (Issuer
Secured Creditors) and Schedule 2 (Issuer Priority of Payments) of
the Issuer Deed of Charge; and
(d) agrees that the Issuer Security Trustee shall be the Issuer
Security Trustee of the Issuer Deed of Charge for all Issuer
Secured Creditors upon and subject to the terms set out in the
Issuer Deed of Charge.
4. SCOPE OF THE ISSUER DEED OF CHARGE
The Master Issuer, each New Issuer Secured Creditor and the Issuer
Security Trustee hereby agree that as from the date of this deed and for
the relevant purposes under the Issuer Deed of Charge, the Programme
Master Definitions Schedule and the Issuer Master Definitions Schedule:
(a) each of the UBS Issuer Swap Agreements and the Euro Issuer Swap
Agreements shall be an Issuer Transaction Document and shall be
subject to the Security Interests set out in Clause 2 (Security
Interests) of the Issuer Deed of Charge; and
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(b) each New Issuer Secured Creditor shall be an Issuer Secured
Creditor.
5. APPLICATION
Prior to and following enforcement of the Issuer Security all amounts at
any time held by the Master Issuer, the Issuer Cash Manager or the
Issuer Security Trustee in respect of the security created under or
pursuant to this Deed (if any) and the Issuer Deed of Charge shall be
held and/or applied by such person subject to and in accordance with the
relevant provisions of the Issuer Cash Management Agreement and the
Issuer Deed of Charge.
6. NOTICES
Any notice or communication under or in connection with this Deed, the
Issuer Deed of Charge, the Issuer Master Definitions Schedule or the
Programme Master Definitions Schedule shall be given to the people in
the manner and at the times set out in Clause 23 (Notices) of the Issuer
Deed of Charge, to the addresses given in the Clause headed "Notices" in
each Issuer Deed of Accession and to the addresses given in this Clause
or at such other address as the recipient may have notified to the other
parties hereto and/or thereto in writing.
6.1 The address referred to in this Clause 6 for UBS is:
UBS AG, London Branch
100 Liverpool Street
London EC2M 2RH
For the attention of: Credit Risk Management - Documentation Unit /
Legal Department
Telephone: +44 (0)20 7567 8000
Facsimile: +44 (0)20 7567 4406 / +44 20 7568 9247
or such other address and/or numbers as UBS may notify to the parties to
the Issuer Deed of Charge in accordance with the provisions thereof.
6.2 The address referred to in this Clause 6 for Banque AIG is:
Banque AIG, London Branch
5th Floor
One Curzon Street
London W1J 5RT
For the attention of: Head of Operations
Facsimile: +1 (212) 317 5335
or such other address and/or numbers as Banque AIG may notify to the
parties to the Issuer Deed of Charge in accordance with the provisions
thereof.
7. THIRD PARTY RIGHTS
4
A person who is not a party to this Deed 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.
8. EXECUTION IN COUNTERPARTS
This Deed may be executed in any number of counterparts (manually or by
facsimile) and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the same
instrument.
9. GOVERNING LAW
9.1 This Deed is governed by, and shall be construed in accordance with,
English law.
9.2 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 Deed and, for such purposes, irrevocably submits to
the jurisdiction of such courts.
9.3 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.
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IN WITNESS WHEREOF this 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/ Michael Hutchinson
- --------------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director
Name: Michael Hutchinson
as Issuer Security Trustee and Note Trustee
EXECUTED AND DELIVERED AS A DEED )
by )
THE BANK OF NEW YORK )
by its duly authorised signatory )
/s/ Helen Kim
- -----------------------------
Name: Helen Kim
Vice President
The Bank of New York
in the presence of:
Signature /s/ Ivan Bast
-------------------------
Witness
Full name Ivan Bast
Occupation Trust Associate
Address The Bank of New York
One Canada Square
London. E14 5AL
6
as Agent Bank, Account Bank, Principal Paying Agent, Registrar and
Transfer Agent
EXECUTED AND DELIVERED AS A DEED )
by )
CITIBANK, N.A. )
by its duly authorised signatory )
/s/ Georgia Mitchell
- -----------------------------
Name: Georgia Mitchell
in the presence of:
Signature /s/ Lauren Weinberger
-------------------------
Witness
Full name Lauren Weinberger
Occupation Paralegal
Address 25 Basinghall Street, London
as US Paying Agent
EXECUTED AND DELIVERED AS A DEED )
by )
CITIBANK N.A. )
by its duly authorised signatory )
/s/ Georgia Mitchell
- -----------------------------
Name: Georgia Mitchell
in the presence of:
Signature /s/ Lauren Weinberger
-------------------------
Witness
Full name Lauren Weinberger
Occupation Paralegal
Address 25 Basinghall Street, London
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as Issuer Cash Manager, Issuer GIC Provider and
Start-Up Loan Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
NORTHERN ROCK PLC )
by its duly authorised attorney )
/s/ Christopher Jobe
- --------------------------------
Name: Christopher Jobe
in the presence of:
Signature /s/ Hazel Dodds
-------------------------
Witness
Full name Hazel Dodds
Occupation Securitisation Graduate Trainee
Address Northern Rock plc
Northern Rock House
Gosforth
Newcastle upon Tyne
NE3 4PL
as Corporate Services Provider
EXECUTED AND DELIVERED AS A DEED )
by )
LAW DEBENTURE CORPORATE )
SERVICES LIMITED )
acting by a director and its secretary )
/s/ Ian Bowden
- --------------------------------
Director
Name: Ian Bowden
/s/ Will J Riley
- --------------------------------
Secretary
Name: Will J Riley
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as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
CITIGROUP GLOBAL MARKETS LIMITED )
by its duly authorised signatory )
/s/ Valentin Ehmer
- --------------------------------
Name: Valentin Ehmer
in the presence of:
Signature /s/ Mark Mathieson
-------------------------
Witness
Full name Mark Mathieson
Occupation Investment Banking
Address 33 Canada Square, London E14 5LB
as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
BARCLAYS BANK PLC )
by its duly authorised attorney )
/s/ Jonathon Martin
- --------------------------------
Name: Jonathon Martin
Associate Director -
Legal UK & Europe
Authorised to Sign
in the presence of:
Signature /s/ Clair Puttick
-------------------------
Witness
Full name Clair Puttick
Occupation Executive
Address c/o 5 of the North Colonne
Canary Wharf
London E14 4B3
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as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
ABN AMRO BANK N.V., LONDON BRANCH )
by two duly authorised signatories )
/s/ Jacqueline Steven
- --------------------------------
Authorised Signatory
Name: Jacqueline Steven
Authorised Signatory
/s/ SA Edwards
- --------------------------------
Authorised Signatory
Name:
as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
HSBC BANK PLC )
by its duly authorised attorney )
/s/ J Colins
- --------------------------------
Name: J Colins
in the presence of:
Signature /s/ Amanda Versey
-------------------------
Witness
Full name Amanda Versey
Occupation Banker
Address 8 Canada Square
London E14 5HQ
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as an Issuer Swap Provider and New Issuer Secured Creditor
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
BANQUE AIG, LONDON BRANCH )
by its duly authorised attorney )
/s/ Richard Evelyn
- -------------------------
Name: Richard Evelyn
Associate Director
in the presence of:
Signature /s/ Nicholas Denbow
-------------------------
Witness
Full name Nicholas Denbow
Occupation Director
Address No 1 Curzon Street
London
WIJ 5RT
as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
SWISS RE FINANCIAL PRODUCTS )
CORPORATION )
by its duly authorised attorney )
/s/ Dan Ozizmir
- --------------------------------
Name: Dan Ozizmir
Managing Director
Swiss Re Financial Products Corp.
in the presence of:
Signature /s/ Tesalla Garcia
-------------------------
Witness
Full name Tesalla Garcia
Occupation Executive Assistant
Address Swiss Re Financial Products Corporation
55 East 52nd Street
New York, New York 10055
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as an Issuer Swap Provider and New Issuer Secured Creditor
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
UBS A.G., LONDON BRANCH )
by two of its duly authorised signatories )
By: /s/ Helleena O'Connor
----------------------------
Name: Helleena O'Connor
Title: Executive Director
Traded Products Legal
By: /s/ Kurt Crommelin
----------------------------
Name: Kurt Crommelin
Title: Executive Director
Traded Products Legal
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as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
DEUTSCHE BANK AG, LONDON BRANCH )
by two of its duly authorised signatories )
/s/ Morgan Wallis
- --------------------------------
Name: Morgan Wallis
Legal Counsel
/s/ Nathan Towsend
- --------------------------------
Name: Nathan Towsend
Legal Counsel
in the presence of:
Signature /s/ C.M. Stratton
-------------------------
Witness
Full name Caroline Stratton
Occupation Legal Counsel
Address
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