DATED [O] SEPTEMBER 2002
GRANITE FINANCE FUNDING LIMITED
as Funding
- AND -
GRANITE MORTGAGES 02-2 PLC
as Current Issuer
- AND -
THE BANK OF NEW YORK
as Security Trustee
- AND -
CITIBANK, N.A.
as Agent Bank
- --------------------------------------------------------------------------------
LOAN CONFIRMATION
INTERCOMPANY LOAN AGREEMENT
- --------------------------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
1 THREADNEEDLE STREET
LONDON EC2R 8AW
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: 550787
1. Interpretation........................................................1
2. Intercompany Loan Terms and Conditions................................2
3. The Current Issuer Intercompany Loan..................................2
4. Interest..............................................................2
5. Repayment.............................................................3
6. Certain Fees, etc.....................................................3
7. Additional Covenants..................................................5
8. Declaration of Trust..................................................5
9. Addresses.............................................................5
SCHEDULE 1 CONDITIONS PRECEDENT IN RESPECT OF DRAWDOWN........................8
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THIS AGREEMENT is dated [O] September 2002 between:
(1) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited company incorporated under the laws of Jersey, but acting out of
its branch office established in England (registered overseas company
number FC022999 and branch number BR005916) at 4th Floor, 35 New Bridge
Street, Blackfriars, London EC4V 6BW as Funding;
(2) GRANITE MORTGAGES 02-2 PLC (registered in England and Wales No. 4482804), 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 Current Issuer;
(3) THE BANK OF NEW YORK, whose offices are at One Canada Square, 48th Floor,
London E14 5AL in its capacity as Security Trustee; and
(4) CITIBANK, N.A., acting through its offices at 5 Carmelite Street, London
EC4Y 0PA in its capacity as Agent Bank.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 The provisions of:
(a) the Master Definitions Schedule as amended and restated by (and
appearing in Appendix 1 to) the Master Definitions Schedule Third
Amendment Deed made on [O] September 2002 between, among others, the
Seller, Funding and the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen & Overy on [O]
September 2002,
(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 Agreement. The
Issuer Master Definitions Schedule specified as above shall prevail to the
extent that it conflicts with the Master Definitions Schedule.
1.2 SPECIFIC TERMS: Unless the context otherwise requires, references in
the Intercompany Loan Terms and Conditions to:
"CLOSING DATE" shall mean [O] September 2002;
"INTERCOMPANY LOAN" shall mean the Current Issuer Intercompany Loan;
"INTERCOMPANY LOAN AGREEMENT" shall mean the Current Issuer
Intercompany Loan Agreement;
"INTERCOMPANY LOAN CONFIRMATION" shall mean this Current Issuer
Intercompany Loan Confirmation;
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"ISSUER" shall mean the Current Issuer;
"ISSUER TRANSACTION ACCOUNTS" shall mean the Current Issuer
Transaction Accounts; and
"NOTES" shall mean the Current Issuer Notes.
2. INTERCOMPANY LOAN TERMS AND CONDITIONS
Each of the parties to this Agreement agrees that the Intercompany Loan
Terms and Conditions signed by Funding, the Security Trustee and the Agent
Bank for the purposes of identification on 26 March 2001 (as the same has
been and may be amended, varied, novated or supplemented from time to time
by the parties thereto) and the provisions set out therein shall form part
of this Agreement and shall be binding on the parties to this Agreement as
if they had been expressly set out herein. References in this Agreement to
"THIS AGREEMENT" shall be construed accordingly.
3. THE CURRENT ISSUER INTERCOMPANY LOAN
3.1 GRANT OF CURRENT ISSUER INTERCOMPANY LOAN: On and subject to the terms of
this Agreement, the Current Issuer hereby grants an Intercompany Loan to
Funding as follows:
(a) the maximum amount available for utilisation under that Intercompany
Loan shall be [O]; and
(b) for all purposes the Outstanding Principal Amount of the Intercompany
Loan and principal amount outstanding and payable and/or repayable in
respect of that Intercompany Loan shall be:
(i) the total amount utilised in respect of that Intercompany Loan
multiplied by 100%, less
(ii) the aggregate principal amounts repaid in respect of the
Intercompany Loan in accordance with the Intercompany Loan
Agreement.
3.2 CONDITIONS PRECEDENT: Save as the Current Issuer may otherwise agree, the
Current Issuer Intercompany Loan will not be available for utilisation
unless the Current Issuer has confirmed to Funding (with a copy of such
confirmation to the Security Trustee) that it or its advisers have received
all the information and documents listed in Schedule 1 in form and
substance satisfactory to the Current Issuer.
4. INTEREST
4.1 PAYMENT SUBJECT TO TERMS OF THE CURRENT ISSUER CASH MANAGEMENT AGREEMENT:
The terms and conditions of this Clause 4 are to be read in conjunction
with the provisions of Part 3 of Schedule 2 to the Current Issuer Cash
Management Agreement, as the same may be amended or varied from time to
time in accordance with the provisions thereof.
4.2 PAYMENT OF INTEREST: Subject to Clause 4 of the Intercompany Loan Terms and
Conditions, on each Payment Date Funding will pay to the Current Issuer for
same
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day value to the Current Issuer Sterling Account an amount of interest
equal to the amount of interest required by the Current Issuer on such
Payment Date (or such other date on which an amount of interest is payable
by the Current Issuer) to fund (by payment to any Swap Provider or
otherwise) the amount payable by the Current Issuer on such Payment Date
(or such other date on which an amount of interest is payable by the
Current Issuer) on the Current Issuer Notes and certain other amounts
(including an amount equal to the Current Issuer's retained profit) as
specified in and in accordance with the Current Issuer Priority of Payments
as calculated by the Current Issuer Cash Manager on the Distribution Date
that immediately precedes such Payment Date and communicated by the Current
Issuer Cash Manager to the Agent Bank by the close of business on such
Distribution Date. For the avoidance of doubt, amounts paid by Funding to
the Current Issuer pursuant to this Clause 4.2 shall constitute payment of
interest on the Current Issuer Intercompany Loan.
4.3 INTEREST PERIODS: The first Interest Period shall commence on (and include)
the Closing Date and end on (but exclude) the Payment Date falling in [O].
Each subsequent Interest Period shall commence on (and include) a Payment
Date and end on (but exclude) the following Payment Date.
5. REPAYMENT
5.1 PAYMENT SUBJECT TO TERMS OF THE CURRENT ISSUER CASH MANAGEMENT AGREEMENT:
The terms and conditions of this Clause 5 are to be read in conjunction
with the provisions of Part 4 of Schedule 2 to the Current Issuer Cash
Management Agreement, as the same may be amended or varied from time to
time in accordance with the provisions thereof.
5.2 REPAYMENT: Subject to Clause 4 of the Intercompany Loan Terms and
Conditions, on each Payment Date Funding will repay to the Current Issuer
for same day value to the Current Issuer Sterling Account an amount of
principal equal to the amount of principal required by the Current Issuer
on such Payment Date (or such other date on which an amount of principal is
payable by the Current Issuer) to fund (by payment to any Swap Provider or
otherwise) the amount payable by the Current Issuer on such Payment Date
(or such other date on which an amount of principal is payable by the
Current Issuer on the Current Issuer Notes) on the Current Issuer Notes, as
determined by the Current Issuer Cash Manager under the terms of the
Current Issuer Cash Management Agreement on the Distribution Date that
immediately precedes such Payment Date and communicated by the Current
Issuer Cash Manager to the Agent Bank by the close of business on such
Distribution Date.
5.3 ACKNOWLEDGEMENT OF NEW INTERCOMPANY LOANS: The Current Issuer hereby
acknowledges and agrees that Funding has entered into Previous Issuer
Intercompany Loan Agreements with Previous Issuers and that from time to
time Funding may enter into other New Intercompany Loans with New Issuers
and that the obligation of Funding to repay this Current Issuer
Intercompany Loan will rank pari passu with the obligations of Funding to
repay the Previous Issuer Intercompany Loans and any New Intercompany
Loans.
6. CERTAIN FEES, ETC.
6.1 FEE FOR PROVISION OF CURRENT ISSUER INTERCOMPANY LOAN: In addition to the
interest
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and principal payments to be made by Funding under Clauses 4 and 5,
respectively, on each Payment Date (or, in respect of the payment to be
made as set forth in (a) below, on the Drawdown Date) or on any other date
on which the Current Issuer notifies Funding, Funding shall pay to the
Current Issuer for same day value to the relevant Current Issuer
Transaction Account a fee for the provision of the Current Issuer
Intercompany Loan (except that in the case of payments due under paragraphs
(c), (e), (f) and (j) below, such payments shall be paid when due). Such
fee shall be an amount or amounts in the aggregate equal to the following:
(a) the amount payable on the Drawdown Date as previously communicated to
Funding by the Current Issuer;
(b) the fees, costs, charges, liabilities and expenses and any other
amounts due and payable to the Note Trustee pursuant to the Current
Issuer Trust Deed or any other Current Issuer Transaction Document,
together with interest thereon as provided therein;
(c) the reasonable fees and expenses of any legal advisers, accountants
and auditors appointed by the Current Issuer and properly incurred in
their performance of their functions under the Current Issuer
Transaction Documents which have fallen due;
(d) the fees, costs and expenses due and payable to the Paying Agents and
the Agent Bank pursuant to the Current Issuer Paying Agent and Agent
Bank Agreement and the fees, costs and expenses due and payable to the
Transfer Agent and the Registrar;
(e) any amounts due and payable by the Current Issuer to the Inland
Revenue in respect of the Current Issuer's liability to United Kingdom
corporation tax (insofar as payment is not satisfied by the surrender
of group relief or out of the profits, income or gains of the Current
Issuer and subject to the terms of the Current Issuer Deed of Charge)
or any other Taxes payable by the Current Issuer;
(f) the fees, costs, charges, liabilities and expenses due and payable to
the Current Issuer Account Bank pursuant to the Current Issuer Bank
Account Agreement (if any);
(g) the fees, costs, charges, liabilities and expenses due and payable to
the Current Issuer Cash Manager pursuant to the Current Issuer Cash
Management Agreement;
(h) any termination payment due and payable by the Current Issuer to a
Current Issuer Swap Provider pursuant to a Current Issuer Swap
Agreement;
(i) the fees, costs, charges, liabilities and expenses due and payable to
the Current Issuer Corporate Services Provider pursuant to the Current
Issuer Corporate Services Agreement; and
(j) any other amounts due or overdue (including amounts due or overdue in
respect of stamp duty and issuer, registration and documentary taxes
or other
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taxes of a similar nature) by the Current Issuer to third parties
including the Rating Agencies and the amounts paid by the Current
Issuer under the Current Issuer Subscription Agreement and the Current
Issuer Underwriting Agreement (excluding, for these purposes, the
Noteholders) other than amounts specified in paragraphs (a) to (i)
above,
together with, (i) in respect of taxable supplies made to the Current
Issuer, any amount in respect of any VAT or similar tax payable in respect
thereof against production of a valid tax invoice; and (ii) in respect of
taxable supplies made to a person other than the Current Issuer, any amount
in respect of any Irrecoverable VAT or similar tax payable in respect
thereof (against production of a copy of the relevant tax invoice), and to
be applied subject to and in accordance with the provisions of the Current
Issuer Pre-Enforcement Revenue Priority of Payments in the Current Issuer
Cash Management Agreement.
6.2 SET-OFF: Funding and each of the other parties to this Agreement agree that
the Current Issuer shall be entitled to set-off those amounts due and
payable by Funding pursuant to this Clause 6 on the Closing Date against
the amount to be advanced by the Current Issuer to Funding under the
Current Issuer Intercompany Loan on the Closing Date.
7. ADDITIONAL COVENANTS
Funding undertakes to establish the Current Issuer Liquidity Reserve Fund,
and an appropriate ledger therefor, on behalf of the Current Issuer should
the long-term, unsecured, unsubordinated and unguaranteed debt obligations
of the Seller cease to be rated at least A3 by Moody's or A- by Fitch
(unless Moody's or Fitch, as applicable, confirms the then current ratings
of the Current Issuer Notes will not be adversely affected by such ratings
downgrade). Any such Current Issuer Liquidity Reserve Fund and such Current
Issuer Liquidity Reserve Ledger shall be established and maintained in
accordance with the provisions of the Cash Management Agreement.
8. DECLARATION OF TRUST
The Current Issuer declares the Security Trustee, and the Security Trustee
hereby declares itself, trustee of all the covenants, undertakings, rights,
powers, authorities and discretions in, under or in connection with this
Agreement for the Current Issuer Secured Creditors in respect of the
Current Issuer Secured Obligations owed to each of them respectively upon
and subject to the terms and conditions of the Current Issuer Deed of
Charge.
9. ADDRESSES
The addresses referred to in Clause 18.4 (Notices) of the Intercompany Loan
Terms and Conditions are as follows:
THE SECURITY TRUSTEE:
For the attention of: Corporate Trust (Global Structured Finance)
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Address: The Bank of New York
One Canada Square, 48th Floor
London E14 5AL
Facsimile: +44 207 964 6061 / +44 207 964 6399
THE CURRENT ISSUER:
For the attention of: The Company Secretary
Address: Granite Mortgages 02-2 plc
Fifth Floor
100 Wood Street
London EC2V 7EX
Telephone: +44 207 606 5451
Facsimile: +44 207 606 0643
FUNDING:
For the attention of: The Company Secretary
Address: Granite Finance Funding Limited
4th Floor
35 New Bridge Street
Blackfriars
London EC4V 6BW
Telephone: +44 207 332 6161
Facsimile: +44 207 332 6199
RATING AGENCIES:
MOODY'S: Moody's Investors Services Limited
2 Minster Court, 1st Floor
Mincing Lane
London EC3R 7XB
For the attention of: Nick Lindstrom
Telephone: +44 207 772 5434
Facsimile: +44 207 772 5400
S&P: Standard and Poor's
Garden House
18 Finsbury Circus
London EC2M 7NJ
For the attention of: Andre Vollmann
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Telephone: +44 207 826 3855
Facsimile: +44 207 826 3598
FITCH: Fitch Ratings Ltd.
Eldon House
2 Eldon Street
London EC2M 7UA
For the attention of: European Structured Finance Surveillance
Telephone: +44 207 417 6271
Facsimile: +44 207 417 6262
IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed on
the day and year appearing on page 1.
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SCHEDULE 1
CONDITIONS PRECEDENT IN RESPECT OF DRAWDOWN
1. AUTHORISATIONS
(a) A copy of the memorandum and articles of association and certificate
of incorporation of Funding.
(b) A copy of a resolution of the board of directors of Funding
authorising the entry into, and the execution and performance of, each
of the Current Issuer Transaction Documents to which Funding is a
party and authorising specified persons to execute those on its
behalf.
(c) A certificate of a director of Funding certifying:
(i) that each document delivered under this paragraph 1 of Schedule 1
is correct, complete and in full force and effect as at a date no
later than the date of the Current Issuer Intercompany Loan
Agreement and, if such certificate is dated other than on the
Drawdown date, undertaking to notify the Current Issuer (with a
copy of such certification to the Security Trustee) if that
position should change prior to the Drawdown Date; and
(ii) as to the identity and specimen signatures of the directors and
signatories of Funding.
2. SECURITY
(a) The Deed of Accession to the Funding Deed of Charge duly executed by
the parties thereto.
3. LEGAL OPINION
Legal opinions of:
(a) Sidley Austin Brown & Wood, English legal advisers to the Seller, the
Current Issuer and Funding, addressed to the Security Trustee; and
(b) Sidley Austin Brown & Wood LLP, U.S. legal advisers to the Seller, the
Current Issuer and Funding, addressed to the Security Trustee.
4. TRANSACTION DOCUMENTS
Duly executed copies of:
(a) the Current Issuer Deed of Charge;
(b) the Current Issuer Trust Deed;
(c) the Cash Management Agreement;
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(d) the Global Note Certificates;
(e) the Current Issuer Corporate Services Agreement;
(f) the Current Issuer Currency Swap Agreements;
(g) the Current Issuer Basis Rate Swap Agreement;
(h) the Bank Account Agreement;
(i) the Collection Bank Agreement;
(j) the Third Amended and Restated Master Definitions Schedule and the
Current Issuer Master Definitions Schedule;
(k) the Current Issuer Paying Agent and Agent Bank Agreement;
(l) the Current Issuer Start-up Loan Agreement;
(m) the Mortgage Sale Agreement;
(n) the Mortgages Trust Deed;
(o) the Administration Agreement;
(p) the Mortgages Trustee Guaranteed Investment Contract;
(q) the Funding Guaranteed Investment Contract;
(r) the Funding (Current Issuer) Guaranteed Investment Contract;
(s) the Current Issuer Post-Enforcement Call Option Agreement;
(t) the Current Issuer Subscription Agreement;
(u) the Current Issuer Underwriting Agreement;
(v) the Seller Power of Attorney;
(w) the Funding Deed of Charge;
(x) the Deed of Accession to the Funding Deed of Charge;
(y) the Current Issuer Cash Management Agreement;
(z) the Funding (Current Issuer) Bank Account Agreement; and
(aa) the Current Issuer Bank Account Agreement.
5. BOND DOCUMENTATION
(a) Confirmation that the Current Issuer Notes have been issued and the
subscription proceeds received by the Current Issuer; and
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(b) Copy of the Prospectus and the Offering Circular.
6. MISCELLANEOUS
A solvency certificate from Funding signed by two directors of Funding in
or substantially in the form set out in Schedule 2 (Solvency Certificate)
to the Intercompany Loan Terms and Conditions.
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EXECUTION PAGE
EXECUTED for and on behalf of )
GRANITE FINANCE FUNDING LIMITED )
by: )
Name:
Title: DIRECTOR
EXECUTED for and on behalf of )
GRANITE MORTGAGES 02-2 PLC )
by: )
Name:
Title: DIRECTOR
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by: )
Name:
Title:
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EXECUTED for and on behalf of )
CITIBANK, N.A. )
by: )
Name:
Title:
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