Exhibit 4.6.2
CONFORMED COPY
Dated 23 May, 2007
GRANITE MASTER ISSUER PLC
as Master Issuer
- and -
THE BANK OF NEW YORK
as Note Trustee
-------------------------------------------------------------
TENTH SUPPLEMENTAL ISSUER TRUST DEED
-------------------------------------------------------------
SIDLEY AUSTIN
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SIDLEY |
CONTENTS
1. Definitions and Interpretations..........................................3
2. Closing Date.............................................................4
3. Amount, Form and Status..................................................4
4. Covenant to Repay........................................................5
5. Counterparts.............................................................7
6. Amendments to Principal Issuer Trust Deed................................7
SCHEDULE 1 FORM OF US GLOBAL NOTE CERTIFICATE FOR THE SERIES
2007-2 NOTES.....................................................7
SCHEDULE 2 FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE
SERIES 2007-2 NOTES.............................................14
SCHEDULE 3 TERMS AND CONDITIONS OF THE SERIES 2007-2 NOTES.................23
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THIS TENTH SUPPLEMENTAL ISSUER TRUST DEED is made on 23 May, 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 or Issuing Entity; and
(2) THE BANK OF NEW YORK, a New York banking corporation acting through its
London branch at 40th Floor, One Canada Square, Canary Wharf, London E14
5AL in its capacity as Note Trustee.
WHEREAS:
(A) The Tenth 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"), the fifth supplemental Issuer Trust Deed dated 25
January, 2006 (the "Fifth Supplemental Issuer Trust Deed"), the sixth
supplemental Issuer Trust Deed dated 24 May, 2006 (the "Sixth
Supplemental Issuer Trust Deed"), the seventh supplemental Issuer Trust
Deed dated 19 September, 2006 (the "Seventh Supplemental Issuer Trust
Deed"), the eighth supplemental Issuer Trust Deed dated 29 November,
2006 (the "Eighth Supplemental Issuer Trust Deed") and the ninth
supplemental Issuer Trust Deed dated 24 January, 2007 (the "Ninth
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)50,000,000,000 (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.
(H) The Sixth 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, the Fourth Supplemental Issuer Trust Deed and the Fifth
Supplemental Issuer Trust Deed and constitute the Series 2006-2 Notes.
(I) The Seventh 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, the Fourth Supplemental Issuer Trust Deed, the Fifth Supplemental
Issuer Trust Deed and the Sixth Supplemental Issuer Trust Deed and
constitute the Series 2006-3 Notes.
(J) The Eighth 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, the Fourth Supplemental Issuer Trust Deed, the Fifth Supplemental
Issuer Trust Deed, the Sixth Supplemental Issuer Trust Deed and the
Seventh Supplemental Issuer Trust Deed and constitute the Series 2006-4
Notes.
(K) The Ninth 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, the Fourth Supplemental Issuer Trust Deed, the Fifth Supplemental
Issuer Trust Deed, the Sixth Supplemental Issuer Trust Deed, the Seventh
Supplemental Issuer Trust Deed and the Eighth Supplemental Issuer Trust
Deed and constitute the Series 2007-1 Notes.
(L) The Master Issuer has, pursuant to a resolution of its board of
directors passed on 17 May, 2007, duly authorised the issue by the
Master Issuer of the Series 2007-2 Notes.
(M) 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, the Fifth
Supplemental Issuer Trust Deed, the Sixth Supplemental Issuer Trust
Deed, the Seventh Supplemental Issuer Trust Deed, the Eighth
Supplemental Issuer Trust Deed and the Ninth Supplemental Issuer Trust
Deed as of the date hereof in order to constitute the Series 2007-2
Notes on the terms set out in this Tenth Supplemental Issuer Trust Deed.
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NOW THIS TENTH 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 Tenth
Supplemental Issuer Trust Deed. This Tenth 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 Tenth Supplemental Issuer Trust Deed:
"Series 2007-2 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, 2007;
"Series 2007-1 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 22 January, 2007;
"Series 2006-4 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 24 November, 2006;
"Series 2006-3 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, 2006;
"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 Tenth
Supplemental Issuer Trust Deed shall automatically take effect on 23
May, 2007, 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, the Fifth Supplemental
Issuer Trust Deed, the Sixth Supplemental Issuer Trust Deed, the Seventh
Supplemental Issuer Trust Deed, the Eighth Supplemental Issuer Trust
Deed and the Ninth Supplemental Issuer Trust Deed shall henceforth be
read and construed as one document.
2.2 A memorandum of this Tenth 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 2007-2 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, the Sixth Supplemental Issuer Trust
Deed, the Seventh Supplemental Issuer Trust Deed, the Eighth
Supplemental Issuer Trust Deed, the Ninth Supplemental Issuer Trust Deed
and this Tenth Supplemental Issuer Trust Deed in the following aggregate
principal amounts:
(a) Series 2007-2 Class 1A1 Notes - $1,060,000,000;
(b) Series 2007-2 Class 1A2 Notes - (euro)325,000,000;
(c) Series 2007-2 Class 1A3 Notes - (GBP)150,000,000;
(d) Series 2007-2 Class 2A1 Notes - $1,025,000,000;
(e) Series 2007-2 Class 2A2 Notes - CAN$500,000,000;
(f) Series 2007-2 Class 3A1 Notes - $1,100,000,000;
(g) Series 2007-2 Class 3A2 Notes - (euro)1,000,000,000;
(h) Series 2007-2 Class 4A1 Notes - $1,000,000,000;
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(i) Series 2007-2 Class 4A2 Notes - (GBP)650,000,000;
(j) Series 2007-2 Class 1B1 Notes - $66,500,000;
(k) Series 2007-2 Class 2B1 Notes - $53,500,000;
(l) Series 2007-2 Class 3B1 Notes - $35,000,000;
(m) Series 2007-2 Class 3B2 Notes - (euro)100,000,000;
(n) Series 2007-2 Class 3B3 Notes - (GBP)53,000,000;
(o) Series 2007-2 Class 1M1 Notes - $64,000,000;
(p) Series 2007-2 Class 2M1 Notes - $52,000,000;
(q) Series 2007-2 Class 3M2 Notes - (euro)162,000,000;
(r) Series 2007-2 Class 3M3 Notes - (GBP)20,000,000;
(s) Series 2007-2 Class 2C1 Notes - $50,000,000;
(t) Series 2007-2 Class 2C2 Notes - (euro)52,000,000;
(u) Series 2007-2 Class 3C2 Notes - (euro)84,500,000;
(v) Series 2007-2 Class 3C3 Notes - (GBP)60,000,000;
Each Series and Class of the Series 2007-2 Notes shall be in registered
form.
3.2 The Series 2007-2 Notes shall be secured by the security constituted by
the Issuer Deed of Charge.
3.3 Each Series and Class of the Series 2007-2 Notes that are US Notes shall
be represented by a US Global Note Certificate. Each Series and Class of
the Series 2007-2 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 2007-2 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
2007-2 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,
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interest (which shall accrue from day to day) on the Principal Amount
Outstanding of such Series and Class of the Series 2007-2 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 2007-2 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 2007-2 Notes is made after the due date, interest shall
continue to accrue on 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 2007-2 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 2007-2 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.
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5. Counterparts
The provisions of Clause 20.1 (Counterparts) of the Principal Issuer
Trust Deed shall apply to this Tenth 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 2007-2 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 2007-2 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.
6.3 In respect of the Series 2007-2 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.
6.4 The appointment of CDS Clearing and Depository Services Inc. as the
Clearing System in respect of the Series 2007-2 Class 2A2 Notes and as
an Alternative Clearing System, is hereby approved by the Note Trustee.
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EXECUTION PAGE
IN WITNESS WHEREOF this Tenth 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/ H Kim
Name: Helen Kim
Vice President
The Bank of New York
in the presence of:
Signature /s/ I Bass
Witness
Full name IVAN BASS
Occupation TRUST ASSOCIATE
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 2007-2 NOTES
GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and
Wales with registered number 5250668)
SERIES 2007-2 CLASS [1A1] [2A1] [3A1] [4A1] [1B1] [2B1] [3B1] [1M1] [2M1] [2C1]
GLOBAL NOTE CERTIFICATE
representing
US$[Initial Principal Amount] Series 2007-2
Class [1A1] [2A1] [3A1] [4A1] [1B1] [2B1] [3B1] [1M1] [2M1] [2C1] Notes due
[2032]/[2054]
1. Introduction
This Global Note Certificate is issued in respect of the US$[Initial
Principal Amount] Series 2007-2 Class [1A1] [2A1] [3A1] [4A1] [1B1]
[2B1] [3B1] [1M1] [2M1] [2C1] Notes due [2032]/[2054] (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 Tenth Supplemental Issuer Trust Deed
dated 23 May, 2007, 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.
9
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
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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
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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 23 May, 2007.
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
2007-2 Class [1A1] [2A1] [3A1] [4A1] [1B1] [2B1] [3B1] [1M1] [2M1] [2C1] 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 $100,000 and
integral multiples of $1,000 in excess thereof.
14
[Final Terms]
15
SCHEDULE 2
FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE SERIES 2007-2 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(1)].
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS
CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO GRANITE MASTER ISSUER PLC
("THE ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS
& CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED HOLDER HEREOF, CDS & CO., HAS AN INTEREST HEREIN. THIS
CERTIFICATE IS ISSUED PURSUANT TO A MASTER LETTER OF REPRESENTATIONS OF THE
ISSUER TO CDS, AS SUCH LETTER MAY BE REPLACED OR AMENDED FROM TIME TO TIME.
TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CDS OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE, AND TRANSFERS OF THE NOTES REPRESENTED BY THIS GLOBAL
CERTIFICATE AND ANY BENEFICIAL INTEREST IN THIS GLOBAL CERTIFICATE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE, THE APPLICABLE SERIES INDENTURE AND THE NOTES REFERRED TO HEREIN.
THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
THE ISSUER HAS NOT BEEN AND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY
UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT").
- ---------------------------
(1) Legend for Reg S Notes deposited with Euroclear and Clearstream
Luxembourg.
16
THE NOTES EVIDENCED HEREBY SHALL ONLY BE OFFERED, SOLD, DELIVERED, PLEDGED OR
OTHERWISE TRANSFERRED TO OR HELD BY (A) (1) A PERSON THAT IS NOT A U.S. PERSON
OUTSIDE THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT; AND (B) IN EACH CASE,
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES, ANY
STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
THE NOTES EVIDENCED HEREBY SHALL NOT BE OFFERED, SOLD, DELIVERED, PLEDGED OR
OTHERWISE TRANSFERRED TO A PERSON WHO IS AN INSURER DOMICILED IN THE STATE OF
ARKANSAS, A HEALTH MAINTENANCE ORGANIZATION, FARMERS' MUTUAL AID ASSOCIATION
OR OTHER ARKANSAS DOMESTIC COMPANY REGULATED BY THE ARKANSAS INSURANCE
DEPARTMENT. ANY PERSON DESCRIBED IN THE FOREGOING SENTENCE WHO ACQUIRES A NOTE
SHALL NOT BE ENTITLED TO RECEIVE ANY PAYMENTS THEREUNDER. THE INDIANA
INSURANCE DEPARTMENT HAS STATED THAT INDIANA DOMESTIC INSURERS SHOULD CONTACT
THE INDIANA INSURANCE DEPARTMENT BEFORE PURCHASING THE NOTES.
BY ITS ACCEPTANCE OF THE NOTES, EACH HOLDER OF THE NOTES SHALL BE DEEMED TO
HAVE REPRESENTED TO THE ISSUER THAT (A) SUCH HOLDER (1) IS NOT A U.S. PERSON;
AND (2) IS NOT PURCHASING THE NOTES IN THE UNITED STATES OR ANY OF ITS
TERRITORIES OR POSSESSIONS; (B) IT IS NOT AN INSURER DOMICILED IN THE STATE OF
ARKANSAS, A HEALTH MAINTENANCE ORGANIZATION, FARMERS' MUTUAL AID ASSOCIATION
OR OTHER ARKANSAS DOMESTIC COMPANY REGULATED BY THE ARKANSAS INSURANCE
DEPARTMENT; AND (C) IT IS ITS INTENT AND IT UNDERSTANDS IT IS THE INTENT OF
THE ISSUER, FOR PURPOSES OF UNITED STATES FEDERAL INCOME, STATE AND LOCAL
INCOME TAXES THAT THE NOTES BE TREATED AS OWNERSHIP INTERESTS IN DEBT, AGREES
TO SUCH TREATMENT AND AGREES TO TAKE NO ACTION INCONSISTENT WITH SUCH
TREATMENT.
IN CONNECTION WITH ANY TRANSFER OF THE NOTES, THE PROPOSED TRANSFEREE WILL BE
REQUIRED TO DELIVER TO THE INDENTURE TRUSTEE SUCH CERTIFICATES, OPINIONS AND
OTHER INFORMATION AS THE ISSUER (BASED ON THE WRITTEN ADVICE OF THE ISSUER'S
COUNSEL) MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.(2)]
- ---------------------------
(2) Legend for Reg S Notes deposited with CDS
17
GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and
Wales with registered number 5250668)
SERIES 2007-2 CLASS [1A2] [1A3] [2A2] [3A2] [4A2] [3B2] [3B3]
[3M2] [3M3] [2C2] [3C2] [3C3]
GLOBAL NOTE CERTIFICATE
representing
[Specified Currency and Initial Principal Amount] Series 2007-2
Class [1A2] [1A3] [2A2] [3A2] [4A2] [3B2] [3B3] [3M2] [3M3] [2C2]
[3C2] [3C3] Notes due [2032]/[2054]
1. Introduction
This Global Note Certificate is issued in respect of the [Specified
Currency and Initial Principal Amount] Series 2007-2 Class [1A2] [1A3]
[2A2] [3A2] [4A2] [3B2] [3B3] [3M2] [3M3] [2C2] [3C2] [3C3] Notes due
[2032]/[2054] (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 Tenth Supplemental Issuer Trust Deed
dated 23 May, 2007, 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./CDS & CO.]
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
18
[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 common depositary for [CDS/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] [CDS/Euroclear and
Clearstream, Luxembourg] [is/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, [CDS/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
19
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. 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, CDS, 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.
20
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.
21
GRANITE MASTER ISSUER plc
By: ...........................................
[manual or facsimile signature]
(duly authorised)
ISSUED in London, England on 23 May, 2007.
AUTHENTICATED for and on behalf of CITIBANK, N.A.
as Registrar without recourse, warranty, or liability
...........................................
[manual signature]
(duly authorised)
22
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 2007-2 Class [1A2] [1A3] [2A2] [3A2]
[4A2] [3B2] [3B3] [3M2] [3M3] [2C2] [3C2] [3C3] 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 (euro)100,000 and
integral multiples of (euro)1,000 in excess thereof, or (GBP)100,000
and integral multiples of (GBP)1,000 in excess thereof in excess
thereof, as applicable.
23
[Final Terms]
24
SCHEDULE 3
TERMS AND CONDITIONS OF THE SERIES 2007-2 NOTES
25