Exhibit 4.4.2
CONFORMED COPY
Dated 23 May, 2007
GRANITE MASTER ISSUER PLC
as Master Issuer
BARCLAYS BANK PLC
as a New Issuer Secured Creditor
CREDIT SUISSE INTERNATIONAL
as a New Issuer Secured Creditor
DEUTSCHE BANK AG, 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
- -------------------------------------------------------------------------------
SIDLEY AUSTIN
-------------
SIDLEY
CONTENTS
1. INTERPRETATION..........................................................3
2. REPRESENTATIONS AND WARRANTIES..........................................3
3. ACCESSION...............................................................3
4. SCOPE OF THE ISSUER DEED OF CHARGE......................................4
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 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;
(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, the Series 2007-1
Notes and the Series 2007-2 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 an Issuer Swap Provider in
respect of the Series 2005-1 Notes, the Series 2006-3 Notes and the Series
2007-1 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, the Series 2006-1
Notes and the Series 2007-1 Notes;
(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;
(14) DEUTSCHE BANK AG, LONDON BRANCH ("Deutsche Bank") in its capacity as (1)
an Issuer Swap Provider in respect of the Series 2006-2 Notes and the
Series 2007-2 Notes and (2) a New Issuer Secured Creditor; and
(15) CREDIT SUISSE INTERNATIONAL ("Credit Suisse") having its registered office
at One Cabot Square, London E14 4QJ in its capacity as (1) an Issuer Swap
Provider in respect of the Series 2007-2 Notes and (2) a New Issuer
Secured Creditor.
NOW THIS DEED WITNESSES AS FOLLOWS
WHEREAS
(A) Pursuant to the terms of the Issuer Swap Agreements entered into between
the Master Issuer and Deutsche Bank (the "US Dollar Issuer Swap
Agreements"), each dated 23 May, 2007, the Master Issuer has agreed to
make certain payments in sterling to Deutsche Bank in exchange for
payments in US Dollars.
(B) Pursuant to the terms of the Issuer Swap Agreement entered into between
the Master Issuer and Deutsche Bank (the "Canadian Dollar Issuer Swap
Agreement"), dated 23 May, 2007, the Master Issuer has agreed to make
certain payments in sterling to Deutsche Bank in exchange for payments in
Canadian Dollars.
(C) Pursuant to the terms of the Issuer Swap Agreement entered into between
the Master Issuer and Barclays (the "Class 4A1 US Dollar Issuer Swap
Agreement"), dated 23 May, 2007, the Master Issuer has agreed to make
certain payments in sterling to Barclays in exchange for payments in US
Dollars;
(D) Pursuant to the terms of the Issuer Swap Agreements entered into between
the Master Issuer and Credit Suisse (the "Euro Issuer Swap Agreements"),
each dated 23 May, 2007, the Master Issuer has agreed to make certain
payments in sterling to Credit Suisse in exchange for payments in Euro.
(E) 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.
(F) The terms of the Issuer Deed of Charge permit the Master Issuer to secure
its obligations to a New Issuer Secured Creditor thereunder.
(G) Each New Issuer Secured Creditor has agreed to enter into this Deed to
accede to the provisions of the Issuer Deed of Charge.
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(H) 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
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 23 May, 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
3
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 US Dollar Issuer Swap Agreements, the Canadian Dollar
Issuer Swap Agreement, the Class 4A1 US Dollar Issuer Swap Agreement
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
(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 Deutsche Bank is:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
UNITED KINGDOM
For the attention of: OTC Derivatives
Facsimile: +44 20 7545 4455
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or such other address and/or numbers as Deutsche Bank 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 Barclays is:
5, The North Colonnade
Canary Wharf
London E14 4BB
For the attention of: Derivatives Director, Legal Division
Facsimile: +44 20 7773 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.
6.3 The address referred to in this Clause 6 for Credit Suisse is:
One Cabot Square
London E14 4QJ
For the attention of: (1) Head of Credit Risk Management
(2) Managing Director - Operations Department
(3) Managing Director - Legal Department
Facsimile: +44 20 7888 2686
or such other address and/or numbers as Credit Suisse 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
5
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/ S 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/ 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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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/ G Mitchell
Name: GEORGIA MITCHELL
in the presence of:
Signature /s/ DJ Kemp
Witness
Full name DAREN KEMP
Occupation PARALEGAL
Address 25 BASINGHALL ST, LONDON
as US Paying Agent
EXECUTED AND DELIVERED AS A DEED )
by )
CITIBANK N.A. )
by its duly authorised signatory )
/s/ G Mitchell
Name: GEORGIA MITCHELL
in the presence of:
Signature /s/ DJ Kemp
Witness
Full name DAREN KEMP
Occupation PARALEGAL
Address 25 BASINGHALL ST, LONDON
8
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/ Phillip N Robinson
Name: PHILLIP N ROBINSON
in the presence of:
Signature /s/ H Dodds
Witness
Full name HAZEL DODDS
Occupation SECURITISATION ASSOCIATE
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/ S 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/ Valentin A Ehmer
Name: VALENTIN EHMER
in the presence of:
Signature /s/ Mark Mathieson
Witness
Full name MARK MATHIESON
Occupation Investment Banking
Address 33 Canada Sq, 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/ J Martin
Name: Jonathan Martin
Director-Legal UK & Europe
Authorised to Sign
in the presence of:
Signature /s/ Clair Puttick
Witness
Full name CLAIR PUTTICK
Occupation ADMINISTRATOR
Address c/o 5 THE NORTH COLONNADE
CANARY WHARF
LONDON E14 4BB
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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/ JL Hogan
Authorised Signatory
Name:
/s/ DH Scott
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/ James Collins
Name: JAMES COLLINS
in the presence of:
Signature /s/ A Versey
Witness
Full name MRS AC VERSEY
Occupation DIRECTOR, BANKING
Address HSBC Bank plc
Corporate, Investment
Banking & Markets
Level 19
8 Canada Square
Lnodon E14 5HO
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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/ S Stockes
Witness
Full name SUZANNE STOKES
Occupation ASSISTANT
Address NO 1 CURZON ST
LONDON W15 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/ F Ronan
Name: FRANK RONAN
Managing Director
Swiss Re Financial Products Corp.
ADDRESS FOR NOTICES AND COMMUNICATIONS:
Swiss Re Financial Products Corporation
55 East 52nd Street
New York, New York 10055
Attention: General Counsel
Facsimile: (212) 317-5474
in the presence of:
Signature /s/ S Ill
Witness
Full name Sarah Ill
Occupation Associate
Address 55 E 52nd Street
New York, NY 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/ K Binions
Name: Kate Binions
Director
Traded Products Legal
/s/ F Downard
Name: Fleur Downard
Director
Traded Products Legal
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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 )
DEUTSCHE BANK AG, LONDON BRANCH )
by two of its duly authorised signatories )
/s/ M Wallis
Name: MEGAN WALLIS
LEGAL COUNSEL
/s/ N Townsend
Name: NATHAN TOWNSEND
LEGAL COUNSEL
in the presence of:
Signature /s/ A Simpson
Witness
Full name ALISON SIMPSON
Occupation LEGAL SECRETARY
Address DB LONDON
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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 )
CREDIT SUISSE INTERNATIONAL )
by two of its duly authorised signatories )
/s/ P Bains
Name: Parminder Bains
Vice President
/s/ U Schefe
Name: Ulrike Schefe
Authorised Signatory
in the presence of: L CUTTS
Signature /s/ L Cutts
Witness
Full name L CUTTS
Occupation SECRETARY
Address ONE CABOT SQ
LONDON
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