Exhibit 4.4.2
EXECUTION VERSION
Dated 24 January, 2007
GRANITE MASTER ISSUER PLC
as Master Issuer
BARCLAYS BANK PLC
as a New Issuer Secured Creditor
HSBC BANK PLC
as a New Issuer Secured Creditor
ABN AMRO BANK N.V., 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.........................................3
3. ACCESSION..............................................................3
4. SCOPE OF THE ISSUER DEED OF CHARGE.....................................3
5. APPLICATION............................................................4
6. NOTICES................................................................4
7. THIRD PARTY RIGHTS.....................................................5
8. EXECUTION IN COUNTERPARTS..............................................5
9. GOVERNING LAW..........................................................5
THIS DEED is made on 24 January, 2007
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, (3)
Start-Up Loan Provider and (4) an Issuer Account Bank;
(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 (1) an
Issuer Swap Provider in respect of the Series 2005-1 Notes, the Series
2005-2 Notes, the Series 2006-1 Notes, the Series 2006-3 Notes and the
Series 2007-1 Notes and (2) a New Issuer Secured Creditor;
(9) ABN AMRO BANK N.V., LONDON BRANCH ("ABN") acting through its branch at
250 Bishopsgate, London EC2M 4AA in its capacity as (1) an Issuer Swap
Provider in respect of the Series 2005-1 Notes, the Series 2006-3 Notes
and the Series 2007-1 Notes and (2) a New Issuer Secured Creditor;
(10) HSBC BANK PLC ("HSBC") (registered number 00014259) acting through its
office at 8 Canada Square, London E14 5HQ in its capacity as (1) an
Issuer Swap Provider in respect of the Series 2005-1 Notes, the Series
2006-1 Notes and the Series 2007-1 Notes and (2) a New Issuer Secured
Creditor (together with Barclays and ABN, the "New Issuer Secured
Creditors");
(11) BANQUE AIG, LONDON BRANCH ("Banque AIG") in its capacity as an Issuer
Swap Provider in respect of the Series 2005-4 Notes, the Series 2006-2
Notes and the Series 2006-4 Notes;
(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 an Issuer Swap Provider in
respect of the Series 2006-1 Notes and the Series 2006-4 Notes; 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 Barclays (the "Dollar Issuer Swap Agreements"),
each dated 24 January, 2007, the Master Issuer has agreed to make
certain payments in sterling to Barclays in exchange for payments in US
Dollars.
(B) Pursuant to the terms of the Issuer Swap Agreements entered into between
the Master Issuer and HSBC (the "Euro Issuer Swap Agreements"), each
dated 24 January, 2007, the Master Issuer has agreed to make certain
payments in sterling to HSBC in exchange for payments in Euro.
(C) Pursuant to the terms of the Issuer Swap Agreement entered into between
the Master Issuer and ABN (the "Fixed/Floating Issuer Swap Agreement")
dated 24 January, 2007, the Master Issuer has agreed to make certain
payments at a floating rate of interest to ABN in exchange for payments
at a fixed rate.
(D) 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.
(E) The terms of the Issuer Deed of Charge permit the Master Issuer to
secure its obligations to a New Issuer Secured Creditor thereunder.
(F) Each New Issuer Secured Creditor has agreed to enter into this Deed to
accede to the provisions of the Issuer Deed of Charge.
(G) 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
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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
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 24 January, 2007, 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
3
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 Dollar Issuer Swap Agreements, the Euro Issuer Swap
Agreements and the Fixed/Floating Issuer Swap Agreement 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
(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 Barclays is:
Barclays Bank PLC
5, The North Colonnade
Canary Wharf
London E14 4BB
For the attention of: Derivatives Director, Legal Division
Facsimile: +44 207 773 4932
or such other address and/or numbers as Barclays 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 HSBC is:
HSBC Bank PLC
8 Canada Square
London E14 5HQ
Attention: Swaps and Derivatives Processing
Tel: 020 7992 2784
4
Fax 020 7992 4457
or such other address and/or numbers as HSBC 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 ABN is:
ABN AMRO Bank N.V., London Branch
250 Bishopsgate
London
EC2M 4AA
For the attention of: Swaps' Administration
Facsimile: +44 (0)20 7678 3666
or such other address and/or numbers as ABN may notify to the parties to
the Issuer Deed of Charge in accordance with the provisions thereof.
7. THIRD PARTY RIGHTS
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/ Sharon Tyson
- -------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director
Name: Sharon Tyson
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
in the presence of:
Signature /s/ Ivan Rast
------------------------
Witness
Full name Ivan Rast
Occupation Trust Associate
The Bank of New York
Address One Canada Square
London E14 5AL
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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
Vice President
in the presence of:
Signature /s/ David John Miles
------------------------
Witness
Full name David John Miles
Occupation Bank Officer
Agency & Trust
Address Citigroup Centre
25 Canada Square
Canary Wharf
London E14 5LB
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
Vice President
in the presence of:
Signature /s/ David John Miles
------------------------
Witness
Full name David John Miles
Occupation Bank Officer
Agency & Trust
Address Citigroup Centre
25 Canada Square
Canary Wharf
London E14 5LB
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as Issuer Cash Manager, Issuer GIC Provider and
Start-Up Loan Provider and Issuer Transaction Account
Bank
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
NORTHERN ROCK PLC )
by its duly authorised attorney )
/s/ David Johnson
- -------------------------
Name: David Johnson
in the presence of:
Signature /s/ Thomas Allan Ranger
------------------------
Witness
Full name Thomas Allan Ranger
Occupation Securitisation Manager
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/ Sharon Tyson
- -------------------------
Secretary
Name: Sharon Tyson
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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/ Robert H. Liao
- -------------------------
Name: Robert H. Liao
Managing Director
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 and New Issuer Secured Creditor
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
BARCLAYS BANK PLC )
by its duly authorised attorney )
/s/ Colin Corrodus
- -------------------------
Name: Colin Corrodus
Associate Director &
Head of Documentation Unit
in the presence of:
Signature /s/ Paul Pak Shing Ng
------------------------
Witness
Full name Paul Pak Shing Ng
Occupation Lawyer
Address 5 The North Colonnade
Canary Wharf
London E14 4BB
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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 )
ABN AMRO BANK N.V., LONDON BRANCH )
by two duly authorised signatories )
/s/ Kenneth A. Nicoll
- -------------------------
Authorised Signatory
Name: Kenneth A. Nicoll
/s/ Fadi Melcon
- -------------------------
Authorised Signatory
Name: Fadi Melcon
as an Issuer Swap Provider and New Issuer Secured Creditor
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
HSBC BANK PLC )
by its duly authorised attorney )
/s/ James Collins
- -------------------------
Name: James Collins
in the presence of:
Signature /s/ A. Versey
------------------------
Witness
Full name A. Versey
Occupation Banking
Address 8 Canada Square
London E14 5HQ
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as an Issuer Swap Provider
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
in the presence of:
Signature /s/ Suzanne Stokes
------------------------
Witness
Full name Suzanne Stokes
Occupation Assistant
Address 1 Curzon Street
London WIJ 5RT
as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED ) Address for notices and
for and on behalf of ) communications:
SWISS RE FINANCIAL PRODUCTS ) Swiss Re Financial
CORPORATION ) Products Corporation
by its duly authorised attorney ) 55 East 52nd Street
New York, New York 10055
/s/ Frank Ronan Facsimile: (212) 317-5474
- -------------------------
Name: Frank Ronan
Managing Director
Swiss Re Financial Products Corporation
in the presence of:
Signature /s/ Sarah Ill
------------------------
Witness
Full name Sarah Ill
Occupation Associate
Address 55 East 52nd Street
New York, New York 10055
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as an Issuer Swap Provider
EXECUTED AND DELIVERED AS A DEED )
for and on behalf of )
UBS A.G., LONDON BRANCH )
by two of its duly authorised signatories )
/s/ Kate Binions
- -------------------------
Name: Kate Binions
Director
Traded Products Legal
/s/ Alessandra Accrocca
- -------------------------
Name: Alessandra Accrocca
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/ Megan Wallis
- -------------------------
Name: Megan Wallis
Legal Counsel
/s/ Joe Kohler
- -------------------------
Name: Joe Kohler
Legal Counsel
in the presence of:
Signature /s/ Thomas Adamson
------------------------
Witness
Full name Thomas Adamson
Occupation Funds Administrator
Address Floor 6, 99 Bishopsgate
London
United Kingdom
EC2N 2DB
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