Exhibit 4.2
EXECUTION COPY
ACCESSION DEED
1 March 2007
THE BANK OF NEW YORK
(as Master Issuer Security Trustee and Note Trustee)
CITIBANK, N.A., LONDON BRANCH
(as Transfer Agent)
CITIBANK N.A.
(as U.S. Paying Agent, Agent Bank, Registrar, and Principal Paying Agent)
DEUTSCHE BANK AG, LONDON BRANCH
(as a Master Issuer Swap Provider)
CREDIT SUISSE INTERNATIONAL
(as a Master Issuer Swap Provider)
BARCLAYS BANK PLC
(as a Master Issuer Swap Provider)
HALIFAX PLC
(as Master Issuer Cash Manager)
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
(as Master Issuer Account Bank)
STRUCTURED FINANCE MANAGEMENT LIMITED
(as Master Issuer Corporate Services Provider)
CITIBANK, N.A., LONDON BRANCH
(as 2007-1 Master Issuer Euro Currency Swap Provider)
CREDIT SUISSE (USA) INC.
(as Series 1 and 2 Master Issuer Dollar Currency Swap Provider)
and
DEUTSCHE BANK AG, LONDON BRANCH
(as 2007-1 Series 4 Master Issuer Dollar Currency Swap Provider)
[GRAPHIC OMITTED]
Allen & Overy LLP
33775-00214 ICM:3835448.6
THIS DEED is made on 1 March 2007
BETWEEN
(1) PERMANENT MASTER ISSUER PLC, a company incorporated in England and
Wales with limited liability (registered number 5922774), and having
its registered office at 35 Great St Helen's, London EC3A 6AP (the
MASTER ISSUER);
(2) THE BANK OF NEW YORK, a New York banking corporation acting through its
offices at 40th Floor, One Canada Square, London E14 5AL (acting in its
capacity as the MASTER ISSUER SECURITY TRUSTEE, which expression
includes such company and all other persons or companies for the time
being acting as security trustee or security trustees under the Master
Issuer Deed of Charge);
(3) THE BANK OF NEW YORK, a New York banking corporation acting through its
offices at 40th Floor, One Canada Square, London, E14 5AL (acting in
its capacity as the NOTE TRUSTEE, which expression includes such
company and all other persons or companies for the time being acting as
trustee or trustee for the Noteholders under the Note Trust Deed);
(4) CITIBANK N.A., a national association acting through its offices at
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
in its capacity as the PRINCIPAL PAYING AGENT);
(5) CITIBANK N.A., a national association acting through its offices at
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
in its capacity as the REGISTRAR);
(6) CITIBANK, N.A., LONDON BRANCH of Citigroup Centre, Canada Square,
Canary Wharf, London E14 5LB (acting in its capacity as the TRANSFER
AGENT appointed by the Master Issuer under the Master Issuer Paying
Agent and Agent Bank Agreement to administer the transfer of Notes);
(7) CITIBANK N.A., a national association acting through its offices at
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
in its capacity as the AGENT BANK);
(8) CITIBANK N.A., a national association acting through its offices at 388
Greenwich Street, 14th Floor, New York, New York 10013 (acting in its
capacity as the U.S. PAYING AGENT);
(9) DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
am Main, Germany, operating in the United Kingdom under branch
registration number BR000005 acting through its London branch at
Winchester House, 1 Great Winchester Street, London, EC2N 2DB (acting
in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
2006-1 Notes);
(10) CREDIT SUISSE INTERNATIONAL, a private unlimited company incorporated
in England and Wales (registered number 2500199), and acting through
its office at One Cabot Square, London E14 4QJ (acting in its capacity
as a MASTER ISSUER SWAP PROVIDER in respect of the 2006-1 Notes);
(11) BARCLAYS BANK PLC, a public limited company incorporated in England and
Wales with limited liability (registered number 1026167) and acting
through its office at 5 The North Colonnade, London, E14 4BB (acting in
its capacity as a Master Issuer Swap Provider in respect of the 2006-1
Notes and, together with the other Master Issuer Swap Providers in
respect of the 2006-1 NOTES, THE 2006-1 MASTER ISSUER SWAP PROVIDERS);
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(12) HALIFAX PLC, a public limited company incorporated in England and Wales
with limited liability (registered number 02367076) and having its
registered office at Trinity Road, Halifax, West Yorkshire HX1 2RG (the
MASTER ISSUER CASH MANAGER);
(13) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, a company established
by an Act of the Parliament of Scotland in 1695 and acting through its
offices at 116 Wellington Street, Leeds, LS1 4LT (the MASTER ISSUER
ACCOUNT BANK);
(14) STRUCTURED FINANCE MANAGEMENT LIMITED, a company incorporated in
England and Wales, with limited liability (registered number 3853947)
and having its registered office at 36 Great St. Helen's, London EC3A
6AP (the MASTER ISSUER CORPORATE SERVICES PROVIDER);
(15) CITIBANK, N.A., LONDON BRANCH registered as an overseas company in
England and Wales under BR001018 acting through its office at Citigroup
Centre, Canada Square, Canary Wharf, London E14 5LB (acting in its
capacity as a Master Issuer Swap Provider in respect of the 2007-1
Series 3 Class A Notes the 2007-1 MASTER ISSUER EURO CURRENCY SWAP
PROVIDER);
(16) CREDIT SUISSE (USA) INC., a Delaware Corporation whose its office at 11
Madison Avenue, New York, NY 10010 USA (acting in its capacity as a
Master Issuer Swap Provider in respect of the 2007-1 Notes denominated
in US Dollars (other than the 2007-1 Series 4 Class A Notes), the
2007-1 SERIES 1 AND 2 MASTER ISSUER DOLLAR CURRENCY SWAP PROVIDER);
(17) DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
am Main, Germany, operating in the United Kingdom under branch
registration number BR000005, acting through its London branch at
Winchester House, 1 Great Winchester Street, London, EC2N 2DB (acting
in its capacity as a Master Issuer Swap Provider in respect of the
2007-1 Series 4 Class A Notes, the 2007-1 SERIES 4 MASTER ISSUER DOLLAR
CURRENCY SWAP PROVIDER and, together with the 2007-1 Series 1 and 2
Master Issuer Dollar Currency Swap Provider, the 2007-1 MASTER ISSUER
DOLLAR CURRENCY SWAP PROVIDERS and, together with the 2007-1 Series 1
and 2 Master Issuer Dollar Currency Swap Provider and the 2007-1 Master
Issuer Euro Currency Swap Provider, the NEW MASTER ISSUER SECURED
CREDITORS and the 2007-1 MASTER ISSUER SWAP PROVIDERS).
NOW THIS DEED WITNESSES AS FOLLOWS
WHEREAS
(A) Pursuant to the terms of the Master Issuer Swap Agreements in respect
of the 2007-1 Notes denominated in US Dollars (other than the 2007-1
Series 4 Class A Notes) (the 2007-1 SERIES 1 AND 2 MASTER ISSUER DOLLAR
CURRENCY SWAP AGREEMENTS) dated 1 March 2007 made between the Master
Issuer and the 2007-1 Series 1 and 2 Master Issuer Dollar Currency Swap
Provider, the Master Issuer has agreed to enter into the Master Issuer
Swaps in respect of the 2007-1 Notes denominated in US Dollars (other
than the 2007-1 Series 4 Class A Notes).
(B) Pursuant to the terms of the Master Issuer Swap Agreement in respect of
the 2007-1 Series 4 Class A Notes (the 2007-1 SERIES 4 MASTER ISSUER
DOLLAR CURRENCY SWAP AGREEMENT and, together with the 2007-1 Series 1
and 2 Master Issuer Dollar Currency Swap Agreements, the 2007-1 MASTER
ISSUER DOLLAR CURRENCY SWAP AGREEMENTS) dated 1 March 2007 made between
the Master Issuer and the 2007-1 Series 4 Master Issuer Dollar Currency
Swap Provider, the Master Issuer has agreed to enter into the Master
Issuer Swaps in respect of the 2007-1 Series 4 Class A Notes.
(C) Pursuant to the terms of Master Issuer Swap Agreements in respect of
the 2007-1 Series 3 Class A Notes (the 2007-1 MASTER ISSUER EURO
CURRENCY SWAP AGREEMENT and, together with the 2007-1
2
Master Issuer Dollar Currency Swap Agreements, the Agreements) dated 1
March 2007 made between the Master Issuer and the 2007-1 Master Issuer
Euro Currency Swap Provider the Master Issuer has agreed to enter into
the Master Issuer Swaps in respect of the 2007-1 Series 3 Class A
Notes.
(D) The Master Issuer has agreed to provide the Master Issuer Security
Trustee with the benefit of the security described in the Master Issuer
Deed of Charge to secure the Master Issuer's obligations to the Master
Issuer Secured Creditors.
(E) The terms of the Master Issuer Deed of Charge permit the Master Issuer
to secure its obligations to a New Master Issuer Secured Creditor
thereunder.
(F) The New Master Issuer Secured Creditors have agreed to enter into this
Deed to accede to the provisions of the Master Issuer Deed of Charge.
(G) The Master Issuer Secured Creditors have agreed to enter into this Deed
to, among other things, acknowledge and agree to such accession and any
other amendment, set out herein as may be required to give effect to
this Deed.
1. INTERPRETATION
1.1 The Master Issuer master definitions and construction schedule signed
for the purposes of identification by Allen & Overy and Sidley Austin
on 17 October 2006 (as the same may be amended, varied or supplemented
from time to time with the consent of the parties to this Deed) (the
MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are
expressly and specifically incorporated into this Deed and,
accordingly, the expressions defined in the Master Issuer Master
Definitions and Construction Schedule shall, except where the context
otherwise requires and save where otherwise defined herein, have the
same meanings in this Deed, including the Recitals hereto and this Deed
shall be construed in accordance with the interpretation provisions set
out in Clause 2 of the Master Issuer Master Definitions and
Construction Schedule.
1.2 In addition:
2007-1 CLOSING DATE means 1 March 2007; and
2007-1 NOTES means the Notes issued by the Master Issuer on the 2007-1
Closing Date.
2. REPRESENTATIONS AND WARRANTIES
2.1 The 2007-1 Master Issuer Euro Currency Swap Provider hereby represents
and warrants to the Master Issuer Security Trustee and each of the
other Master Issuer Secured Creditors that as of the date of this Deed:
(a) pursuant to the terms of the 2007-1 Master Issuer Euro Currency
Swap Agreement, the Master Issuer has agreed to pay to the 2007-1
Master Issuer Euro Currency Swap Provider the amounts (if any)
due in respect 2007-1 Master Issuer Euro Currency Swap Agreement
thereunder; and
(b) the 2007-1 Master Issuer Euro Currency Swap Agreements expressly
provide that all amounts due from the Master Issuer thereunder
are to be secured by the Master Issuer Deed of Charge.
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2.2 The 2007-1 Series 1 and 2 Master Issuer Dollar Currency Swap Provider
hereby represents and warrants to the Master Issuer Security Trustee
and each of the other Master Issuer Secured Creditors that as of the
date of this Deed:
(a) pursuant to the terms of the 2007-1 Series 1 and 2 Master Issuer
Dollar Currency Swap Agreements, the Master Issuer has agreed to
pay to the 2007-1 Master Issuer Dollar Currency Swap Provider the
amounts (if any) due in respect of the 2007-1 Series 1 and 2
Master Issuer Dollar Currency Swap Agreements thereunder; and
(b) the 2007-1 Series 1 and 2 Master Issuer Dollar Currency Swap
Agreements expressly provide that all amounts due from the Master
Issuer thereunder are to be secured by the Master Issuer Deed of
Charge.
2.3 The 2007-1 Series 4 Class A Master Issuer Dollar Currency Swap Provider
hereby represents and warrants to the Master Issuer Security Trustee
and each of the other Master Issuer Secured Creditors that as of the
date of this Deed:
(a) pursuant to the terms of the 2007-1 Series 4 Class A Master
Issuer Dollar Currency Swap Agreement, the Master Issuer has
agreed to pay to the 2007-1 Series 4 Class A Master Issuer Dollar
Currency Swap Provider the amounts (if any) due in respect of the
2007-1 Series 4 Class A Master Issuer Dollar Currency Swap
Agreement thereunder; and
(b) the 2007-1 Series 4 Class A Master Issuer Dollar Currency Swap
Agreement expressly provides that all amounts due from the Master
Issuer thereunder are to be secured by the Master Issuer Deed of
Charge.
2.4 The Master Issuer hereby represents and warrants to the Master Issuer
Security Trustee and each of the Master Issuer Secured Creditors that
as at the date of this Deed, the conditions (if any) to incurring
further Master Issuer Secured Liabilities are satisfied.
3. ACCESSION
In consideration of each New Master Issuer Secured Creditor being
accepted as a Master Issuer Secured Creditor for the purposes of the
Master Issuer Deed of Charge by the parties thereto as from the date of
this Deed, each New Master Issuer Secured Creditor:
(a) confirms that as from 1 March 2007, it intends to be a party to
the Master Issuer Deed of Charge as a Master Issuer Secured
Creditor;
(b) undertakes to comply with and be bound by all of the provisions
of the Master Issuer Master Definitions and Construction Schedule
(as the same may be amended, varied or restated from time to
time) in its capacity as a Master Issuer Secured Creditor, as if
it had been an original party thereto;
(c) undertakes to perform comply with and be bound by all of the
provisions of the Master Issuer Deed of Charge in its capacity as
a Master Issuer Secured Creditor, as if it had been an original
party thereto as provided in Clause 4.5 (Master Issuer Secured
Creditors) (including without limitation Clause 6 (Payments out
of the Master Issuer Accounts Prior to Acceleration) and Clause 7
(Payments out of the Master Issuer Accounts Upon Acceleration));
and
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(d) agrees that the Master Issuer Security Trustee shall be the
Master Issuer Security Trustee of the Master Issuer Deed of
Charge for all Master Issuer Secured Creditors upon and subject
to the terms set out in the Master Issuer Deed of Charge.
4. SCOPE OF THE MASTER ISSUER DEED OF CHARGE
The Master Issuer, the New Master Issuer Secured Creditors, the Master
Issuer Secured Creditors and the Master Issuer Security Trustee hereby
agree that for relevant purposes under the Master Issuer Deed of Charge
and the Master Issuer Master Definitions and Construction Schedule:
(a) the 2007-1 Master Issuer Euro Currency Swap Agreement, each
2007-1 Series 1 and 2 Master Issuer Dollar Currency Swap
Agreement and the 2007-1 Series 4 Class A Master Issuer Dollar
Currency Swap Agreement shall each be a Master Issuer Transaction
Document; and
(b) the New Master Issuer Secured Creditors shall each be a Master
Issuer Secured Creditor.
5. APPLICATION
Prior to and following enforcement of the Master Issuer Security all
amounts at any time held by the Master Issuer, the Master Issuer Cash
Manager or the Master Issuer Security Trustee in respect of the
security created under the Master Issuer Deed of Charge shall be held
and/or applied by such person subject to and in accordance with the
relevant provisions of the Master Issuer Cash Management Agreement or
the Master Issuer Deed of Charge.
6. NOTICES AND DEMANDS
Any notice or communication under or in connection with this Deed, the
Master Issuer Deed of Charge or the Master Issuer Master Definitions
Schedule shall be given in the manner and at the times set out in
Clause 24 (Notices) of the Master Issuer Deed of Charge 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.
The addresses referred to in this Clause 6 for the New Master Issuer
Secured Creditors are:
Citibank N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf,
London E14 5LB
For the attention of: Head of Structured Support Team
Facsimile: +44 (0)20 8636 3868
Credit Suisse (USA) Inc.
Eleven Madison Avenue
New York, NY 10010
USA
For the attention of: Head of Credit Risk Management;
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Facsimile: +1 (212) 325-8170
For the attention of: Head of OTC Operations -
Operations Department;
Facsimile: +1 (917) 326-8603
For the attention of: Head of Documentation Group -
Securities Division Legal and
Compliance Department
Facsimile: +1 (917) 326-7930
Copied to:
Credit Suisse (USA) Inc. c/o
Credit Suisse International
One Cabot Square
London E14 4QJ
For the attention of: Head of Credit Risk Management;
Facsimile: +44 (0)20 7888 3715
For the attention of: Global Head of OTC Operations -
Operations Department;
Facsimile: +44 (0)20 7888 9503
For the attention of: General Counsel Europe -
Legal and Compliance Department
Facsimile: +44 (0)20 7888 2686
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
For the attention of: Legal Department
Facsimile: +44 (0)20 7545 8207
or such other address and/or numbers as the New Master Issuer Secured
Creditor may notify to the parties to the Master Issuer Deed of Charge
in accordance with the provisions thereof.
7. CHOICE OF LAW
7.1 This Deed is governed by and shall be construed in accordance with
English law.
7.2 The parties to this Deed hereby agree that the English courts have
exclusive jurisdiction to settle any dispute which may arise out of or
in connection with this Deed and accordingly submits to the exclusive
jurisdiction of the English courts. Each of the parties hereto waives
any objection to the courts of England on the grounds that they are an
inconvenient or inappropriate forum. The Master Issuer Security Trustee
and the other Master Issuer Secured Creditors may take any suit, action
or proceeding arising out of or in connection with this Deed (together
referred to as PROCEEDINGS) against the Master Issuer in any other
court of competent jurisdiction and concurrent Proceedings in any
number of jurisdictions
8. SERVICE OF PROCESS
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8.1 The 2007-1 Series 1 and 2 Master Issuer Dollar Currency Swap Provider
irrevocably and unconditionally appoints Credit Suisse International,
at its registered office for the time being as its agent under this
Deed for service of process in any proceedings before the English
courts.
8.2 If the person referred to in Clause 8.1 above is unable for any reason
to act as agent for service of process, then for so long as any of the
2007-1 Notes remains outstanding, the 2007-1 Series 1 and 2 Master
Issuer Dollar Currency Swap Provider must immediately appoint another
agent with an office in London acceptable to the Master Issuer Security
Trustee. Failing this, the Master Issuer Security Trustee may appoint
another agent for this purpose.
8.3 Failure by a process agent to notify the 2007-1 Series 1 and 2 Master
Issuer Dollar Currency Swap Provider of any process will not invalidate
the relevant proceedings.
8.4 The 2007-1 Series 1 and 2 Master Issuer Dollar Currency Swap Provider
consents to the service of process in respect of any proceedings by the
airmailing of copies, postage prepaid, to the 2007-1 Series 1 and 2
Master Issuer Dollar Currency Swap Provider in accordance with Clause 6
(Notices).
8.5 This Clause 8 does not affect any other method of service allowed by
law.
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DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or on its
behalf on the date appearing on page 1.
MASTER ISSUER
EXECUTED as a DEED by ) /s/ Jonathan Keighley
PERMANENT MASTER ISSUER PLC )
acting by )
Director
Director/Secretary /s/ Claudia Wallace
MASTER ISSUER SECURITY TRUSTEE
EXECUTED as a DEED by ) /s/ Vincent Giraud
THE BANK OF NEW YORK )
acting by its authorised signatory )
Authorised signatory )
NOTE TRUSTEE
EXECUTED as a DEED by ) /s/ Vincent Giraud
THE BANK OF NEW YORK )
acting by its authorised signatory )
Authorised signatory )
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PRINCIPAL PAYING AGENT
EXECUTED as a DEED on behalf of )
CITIBANK N.A., a company incorporated )
In the United States of America ) /s/ Georgia Mitchell
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
REGISTRAR
EXECUTED as a DEED on behalf of )
CITIBANK N.A., a company incorporated )
In the United States of America ) /s/ Georgia Mitchell
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
TRANSFER AGENT
EXECUTED as a DEED on behalf of )
CITIBANK N.A., a company incorporated )
In the United States of America ) /s/ Georgia Mitchell
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
9
AGENT BANK
EXECUTED as a DEED on behalf of )
CITIBANK N.A., a company incorporated )
In the United States of America ) /s/ Georgia Mitchell
by )
being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company
U.S. PAYING AGENT
EXECUTED as a DEED by )
CITIBANK N.A. )
signed for and on its behalf by one of its )
duly authorised attorneys/signatories ) /s/ Georgia Mitchell
being a person who, in
accordance with the laws
of that territory, is acting
under the authority of the company
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
DEUTSCHE BANK AG, LONDON )
BRANCH ) /s/ Megan Wallis
acting by its duly authorised attorney ) /s/ Joe Kohler
By:
Name:
Witness Signature: /s/ Tom Adamson
Name: DB London
Address
10
MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
CREDIT SUISSE INTERNATIONAL ) /s/ Parminder Bains
signed for and on its behalf by one of its ) /s/ Christian Bettley
duly authorised attorneys/signatories )
By:
Name:
Witness Signature: /s/ Sziluia Cseh
Name:
Address One Cabot Square,
London E14 4QF
THE MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by )
BARCLAYS BANK PLC )
acting by its duly )
authorised attorney ) /s/ Jonathan Martin
By:
Name:
Witness Signature: /s/ Victoria Sharpe
Name:
Address: 5 The North Colonade,
London E14 4BB
THE MASTER ISSUER CASH MANAGER
EXECUTED as a DEED by )
HALIFAX PLC )
acting by its duly authorised attorney ) /s/ Ian Stewart
By: /s/ Amarpal Takk
Name:
Witness Signature: /s/ Charles Toland
Name:
Address: Allen & Overy LLP
40 Bank Street
Canary Wharf
London E14 5DU
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THE MASTER ISSUER ACCOUNT BANK
EXECUTED as a DEED by )
THE GOVERNOR AND COMPANY OF )
THE BANK OF SCOTLAND ) /s/ Ian Stewart
acting by its duly authorised attorney ) /s/ Amarpal Takk
By:
Name:
Witness Signature: /s/ Charles Toland
Name:
Address: Allen & Overy LLP
40 Bank Street
Canary Wharf
London E14 5DU
MASTER ISSUER CORPORATE SERVICES PROVIDER
EXECUTED as a DEED by )
STRUCTURED FINANCE MANAGEMENT )
LIMITED ) /s/ Jonathan Keighley
acting by its duly authorised attorney ) /s/ Claudia Wallace
By:
Name:
Witness Signature: /s/ Charles Toland
Name:
Address: Allen & Overy LLP
40 Bank Street
Canary Wharf
London E14 5DU
NEW MASTER ISSUER SECURED CREDITORS
EXECUTED as a DEED by ) /s/ Stephane Carrier
CITIBANK N.A., LONDON BRANCH )
acting by its attorney )
)
In the presence of
Witness: /s/ Kostas Vasileiadis
Name:
Address: Citigroup Centre 2
Canada Square
London E14 5LB
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EXECUTED as a DEED by ) /s/ Yolanda Perez-Wilson
CREDIT SUISSE (USA) INC. )
acting by its authorised signatory )
)
In the presence of
Witness: /s/ Scott Ian Emeterio
Name:
Address: One Madison Avenue,
NYNY 10016
EXECUTED as a DEED by )
DEUTSCHE BANK AG, LONDON )
BRANCH )
acting by its authorised signatories ) /s/ Megan Wallis
) /s/ Joe Kohler
By:
By:
Witness: /s/ Ton Adamson
DB London
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