Exhibit 10.5.1
Dated [o] 2004
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GRANITE MORTGAGES 01-1 PLC
GRANITE MORTGAGES 01-2 PLC
GRANITE MORTGAGES 02-1 PLC
GRANITE MORTGAGES 02-2 PLC
GRANITE MORTGAGES 03-1 PLC
GRANITE MORTGAGES 03-2 PLC
GRANITE MORTGAGES 03-3 PLC
NORTHERN ROCK PLC
GRANITE FINANCE TRUSTEES LIMITED
GRANITE FINANCE FUNDING LIMITED
- and -
OTHERS
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MASTER DEFINITIONS SCHEDULE
SEVENTH AMENDMENT DEED
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XXXXXX XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
THIS MASTER DEFINITIONS SCHEDULE SEVENTH AMENDMENT DEED is made on [o] 2004
BETWEEN:
(1) Granite Mortgages 01-1 PLC (registered number 4129652), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "First Issuer");
(2) Granite Mortgages 01-2 PLC (registered number 4270015), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "Second Issuer");
(3) Granite Mortgages 02-1 PLC (registered number 4340767), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "Third Issuer");
(4) Granite Mortgages 02-2 PLC (registered number 4482804), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "Fourth Issuer");
(5) Granite Mortgages 03-1 PLC (registered number 4598035), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "Fifth Issuer");
(6) Granite Mortgages 03-2 PLC (registered number 4684567), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "Sixth Issuer");
(7) Granite Mortgages 03-3 PLC (registered number 4823268), a public limited
company incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "Seventh Issuer");
(8) Northern Rock PLC, 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) Seller; (2)
Cash Manager; (3) Start-up Loan Provider; (5) Administrator; (6) Basis
Rate Swap Provider in relation to the Previous Issuers; and (7) Issuer
Cash Manager in relation to the Previous Issuers;
(9) Granite Finance Funding Limited (registered number 79308), a private
limited company incorporated under the laws of Jersey, Channel Islands,
acting through its branch at 0 Xxxxx Xxxx Xxxxx, Xxxxxx XX0X 0XX as
Funding;
(10) Granite Finance Trustees Limited (registered number 79309), a private
limited company incorporated under the laws of Jersey whose registered
office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands as the Mortgages Trustee;
(11) Lloyds TSB Bank PLC (registered number 2065), a public limited company
incorporated under the laws of England and Wales whose registered office
is at 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, in its capacity as (1) Account
Bank; (2) a Collection Bank; and (3) Funding GIC Provider;
1
(12) Lloyds TSB Bank PLC, Jersey International Branch, acting through its
office at 0 Xxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands as
Jersey Account Bank;
(13) The Bank of New York, a New York banking corporation whose London branch
address is at Xxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx X00 0XX in its
capacity as (1) Security Trustee and (2) Note Trustee in relation to the
Previous Issuers;
(14) Mourant & Co. Capital (SPV) Limited, a private limited company
incorporated under the laws of England and Wales whose registered office
is 0 Xxxxx Xxxx Xxxxx, Xxxxxx, XX0X 0XX, as Corporate Services Provider
for Funding;
(15) Mourant & Co. Limited, a company incorporated under the laws of Jersey,
registered number 36615, whose registered office is at 00 Xxxxxxxxx
Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands, as Corporate
Services Provider for the Mortgages Trustee;
(16) Citibank, N.A., acting through its offices at 0 Xxxxxxxxx Xxxxxx, Xxxxxx
XX0X 0XX, in its capacity as (1) an agent bank; (2) a principal paying
agent; (3) a registrar; (4) a transfer agent; (5) Issuer Account Bank in
relation to the Previous Issuers; and (6) Euro Currency Swap Provider in
relation to the Euro Notes issued by the Seventh Issuer and acting
through its office at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, X.X.X., as (1) a U.S. paying agent in relation to the Previous
Issuer; and (2) a note depository in relation to the First Issuer;
(17) Banque AIG, London Branch, whose registered branch office is 5th Floor,
Xxx Xxxxxx Xxxxxx, Xxxxxx X0X 0XX as Currency Swap Provider in relation
to the Notes issued by the First Issuer and the Dollar Currency Swap
Provider in relation to the Dollar Notes issued the Sixth Issuer;
(18) JPMorgan Chase Bank whose registered branch office is at 000 Xxxxxx Xxxx,
Xxxxxx XX0X 0XX as Currency Swap Provider in relation to the Notes issued
by the Second Issuer;
(19) Credit Suisse First Boston International, whose registered branch office
is at Xxx Xxxxx Xxxxxx, Xxxxxx X00 0XX, as Currency Swap Provider in
relation to the Notes issued by the Third Issuer;
(20) CDC IXIS Capital Markets, a company incorporated in France and registered
in the Trade and Companies Register under number Paris B 340 706 407
acting through its branch at Xxxxxx Bridge, 00 Xxxxxxx Xxxx, Xxxxxx XX0X
0XX, as Currency Swap Provider in relation to the Notes issued by the
Fourth Issuer and Interest Rate Swap Provider in relation to the Series 3
Class A Notes issued by the Sixth Issuer;
(21) ABN Amro Bank N.V., acting through its office at 000 Xxxxxxxxxxx, Xxxxxx
XX0X 0XX as Euro Currency Swap Provider in relation to the Euro Notes
issued by the Sixth Issuer;
(22) Swiss Re Financial Products Corporation, a company whose registered
branch office is at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as
Dollar Currency Swap Provider in relation to the Dollar Notes issued by
the Seventh Issuer;
2
(23) 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, 000 Xxxx Xxxxxx, Xxxxxx XX0X
0XX as the Corporate Services Provider for the Previous Issuers;
(24) The Law Debenture Intermediary Corporation p.l.c. (registered number
1525148) whose registered office is at Fifth Floor, 000 Xxxx Xxxxxx,
Xxxxxx XX0X 0XX as Share Trustee;
(25) GPCH Limited (registered number 4128437), a private limited company
incorporated under the laws of England whose registered office is a Fifth
Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX as Post-Enforcement Call Option
Holder for the Previous Issuers; and
(26) Granite Finance Holdings Limited (registered number 4127787) whose
registered office is at Fifth Floor, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX as
Holdings;
WHEREAS:
(A) On 26 March 2001, the Master Definitions Schedule was signed for the
purposes of identification by Xxxxx & Wood MNP and Xxxxxxxx Chance
Limited Liability Partnership and on 28 September 2001, 20 March 2002, 23
September 2002, 27 January 2003, 21 May 2003 and 24 September 2003
respectively, that Master Definitions Schedule was amended (the "Existing
Master Definitions Schedule").
(B) The parties to this Deed now wish to amend and restate the Existing
Master Definitions Schedule pursuant to the provisions set out in this
Deed thereby amending and restating the Source Documents (as defined
below) to which they are a party.
(C) The parties to this Deed are party to various documents (each a "Source
Document") to which all or part of the Existing Master Definitions
Schedule applies or which incorporates by reference all or part of the
Existing Master Definitions Schedule.
NOW IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1. The Existing Master Definitions Schedule as amended and restated pursuant
hereto shall be referred to herein as the "Seventh Amended and Restated
Master Definitions Schedule".
1.2. The provisions of the Seventh Amended and Restated Master Definitions
Schedule are expressly and specifically incorporated into and shall apply
to this Deed.
1.3. As used in the Existing Master Definitions Schedule as amended and
restated by this Deed, the terms "Master Definitions Schedule", "herein",
"hereto" and other words of similar import shall mean or refer to the
Seventh Amended and Restated Master Definitions Schedule, unless the
context otherwise specifically requires.
2. AMENDMENTS TO THE EXISTING MASTER DEFINITIONS SCHEDULE AND THE SOURCE
DOCUMENTS
3
Each of the parties to this Amendment and Restatement Deed agree that,
with effect from (and including) the date of this Deed:
(a) the Existing Master Definitions Schedule is amended and restated in
the form of Appendix 1 hereto.
(b) each Source Document to which it is a party shall be amended so that
each reference in each Source Document to the Master Definitions
Schedule shall be a reference to the Seventh Amended and Restated
Master Definitions Schedule.
3. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any provision of this Deed of
Amendment and Restatement or any provision of the Seventh Amended and
Restated Master Definitions Schedule under the Contract (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.
4. COUNTERPARTS
This Deed of Amendment and Restatement may be executed in any number of
counterparts, and has the same effect as if the signatures and/or seals
on the counterparts were on a single copy of this Deed of Amendment and
Restatement.
5. GOVERNING LAW
5.1. This Deed of Amendment and Restatement is governed by, and shall be
construed in accordance with, English law.
5.2. 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.
4
EXECUTION PAGE
IN WITNESS WHEREOF this Seventh Amendment and Restatement Deed has been
executed as a deed and delivered by the parties hereto on the day and year
first above written.
The First Issuer
Executed by
GRANITE MORTGAGES 01-1 PLC
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name Xxxxx Xxxxxxxxx
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Xxx Xxxxxx
---------------------------------------
The Second Issuer
Executed by
GRANITE MORTGAGES 01-2 PLC
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name Xxxxx Xxxxxxxxx
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Xxx Xxxxxx
---------------------------------------
5
The Third Issuer
Executed by
GRANITE MORTGAGES 02-1 PLC
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name Xxxxx Xxxxxxxxx
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Xxx Xxxxxx
---------------------------------------
The Fourth Issuer
Executed by
GRANITE MORTGAGES 02-2 PLC
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name Xxxxx Xxxxxxxxx
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Xxx Xxxxxx
---------------------------------------
The Fifth Issuer
Executed by
GRANITE MORTGAGES 03-1 PLC
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name Xxxxx Xxxxxxxxx
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Xxx Xxxxxx
---------------------------------------
6
The Sixth Issuer
Executed by
GRANITE MORTGAGES 03-2 PLC
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name Xxxxx Xxxxxxxxx
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Xxx Xxxxxx
---------------------------------------
The Seventh Issuer
Executed by
GRANITE MORTGAGES 03-3 PLC
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name Xxxxx Xxxxxxxxx
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name Xxx Xxxxxx
---------------------------------------
The Seller, the Cash Manager, the Start-Up Loan Provider, the Administrator
and the Issuer Cash Manager and Basis Swap Provider in relation to the
Previous Issuers
7
Executed by
NORTHERN ROCK PLC By
as its deed as follows: ---------------------------------------
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name
---------------------------------------
Signature
----------------------------------------------
Witness
Full name
----------------------------------------------
Occupation Solicitor
----------------------------------------------
Address c/o Sidley Xxxxxx Xxxxx & Xxxx
----------------------------------------------
1 Threadneedle Street
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London EC2R 8AW
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Funding
Executed by
GRANITE FINANCE FUNDING LIMITED
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary Director
Name
---------------------------------------
By
---------------------------------------
Director/Secretary
Name
---------------------------------------
The Mortgages Trustee
Executed by
GRANITE FINANCE TRUSTEES LIMITED
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary Director
Name
---------------------------------------
By
---------------------------------------
Director/Secretary
Name
---------------------------------------
8
The Account Bank, a Collection Bank, and Funding GIC Provider
Executed by
XXXXXX TSB BANK PLC By
as its deed as follows: ---------------------------------------
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name
---------------------------------------
Signature
----------------------------------------------
Witness
Full name
----------------------------------------------
Occupation Solicitor
----------------------------------------------
Address c/o Sidley Xxxxxx Xxxxx & Xxxx
----------------------------------------------
1 Threadneedle Street
----------------------------------------------
London EC2R 8AW
----------------------------------------------
The Jersey Account Bank
Executed by
LLOYDS TSB BANK PLC, JERSEY
INTERNATIONAL BRANCH By
as its deed as follows: ---------------------------------------
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name
---------------------------------------
Signature
----------------------------------------------
Witness
Full name
----------------------------------------------
Occupation Solicitor
----------------------------------------------
Address c/o Sidley Xxxxxx Xxxxx & Xxxx
----------------------------------------------
1 Threadneedle Street
----------------------------------------------
London EC2R 8AW
----------------------------------------------
The Security Trustee and Note Trustee
Executed by
THE BANK OF NEW YORK
as its deed as follows: By
Signed for and on its behalf by one of its duly ---------------------------------------
authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
---------------------------------------
9
The Corporate Services Provider for Funding
Executed by
MOURANT & CO. CAPITAL (SPV)
LIMITED By
as its deed as follows: ---------------------------------------
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name
---------------------------------------
By
---------------------------------------
Director/Secretary
Name
---------------------------------------
The Corporate Services Provider for the Mortgages Trustee
Executed by
MOURANT & CO. LIMITED
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary Director
Name
---------------------------------------
By
---------------------------------------
Director/Secretary
Name
---------------------------------------
10
The agent bank, a principal paying agent, a registrar, a transfer agent, the
Issuer Account Bank in relation to the Previous Issuers, the Euro Currency
Swap Provider in relation to the Euro Notes issued by the Seventh Issuer and a
note depository in relation to the First Issuer
Executed by
CITIBANK, N.A.
as its deed as follows: By
Signed for and on its behalf by one of its duly ---------------------------------------
authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
---------------------------------------
A US paying agent in relation to the Previous Issuers
Executed by
CITIBANK, N.A.
as its deed as follows: By
Signed for and on its behalf by one of its duly ---------------------------------------
authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
---------------------------------------
The Currency Swap Provider in relation to the Notes issued by the First Issuer
and Dollar Currency Swap Provider in relation to the Dollar Notes issued by
the Sixth Issuer
Executed by
BANQUE AIG, LONDON BRANCH
as its deed as follows: By
Signed for and on its behalf by one of its duly ---------------------------------------
authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
---------------------------------------
The Currency Swap Provider in relation to the Notes issued by the Second
Issuer
Executed by
JPMORGAN CHASE BANK
as its deed as follows: By
Signed for and on its behalf by one of its duly ---------------------------------------
authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
---------------------------------------
11
The Currency Swap Provider in relation to the Notes issued by the Third Issuer
Executed by
CREDIT SUISSE FIRST BOSTON
INTERNATIONAL By
as its deed as follows: ---------------------------------------
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name
---------------------------------------
By
---------------------------------------
Director/Secretary
Name
---------------------------------------
The Currency Swap Provider in relation to the Notes issued by the Fourth
Issuer and the Euro Currency Swap Provider in relation to the Euro Notes
issued by the Sixth Issuer
Executed by
CDC IXIS CAPITAL MARKETS
as its deed as follows:
Signed for and on its behalf by one of its duly
authorised attorneys and by another of its duly
authorised attorneys
By
---------------------------------------
Attorney
Name
Signature
-----------------------------------
Witness
Full name
-----------------------------------
Occupation Solicitor
-----------------------------------
Address c/o Sidley Xxxxxx Xxxxx & Xxxx
-----------------------------------
1 Threadneedle Street
-----------------------------------
London EC2R 8AW
-----------------------------------
By
----------------------------------------------
Attorney
Name
Signature
-----------------------------------
Witness
Full name
-----------------------------------
Occupation Solicitor
-----------------------------------
Address c/o Sidley Xxxxxx Xxxxx & Xxxx
-----------------------------------
1 Threadneedle Street
-----------------------------------
London EC2R 8AW
-----------------------------------
12
The Interest Rate Swap Provider in relation to the Series 3 Class A Notes
issued by the Sixth Issuer
Executed by
ABN AMRO BANK N.V.
as its deed as follows: By
Signed for and on its behalf by two of its duly ---------------------------------------
authorised signatories Duly Authorised Signatory
Name
---------------------------------------
By
---------------------------------------
Duly Authorised Signatory
Name
---------------------------------------
The Dollar Currency Swap Provider in relation to the Dollar Notes issued by
the Seventh Issuer
Executed by
SWISS RE FINANCIAL PRODUCTS
CORPORATION By
As its deed as follows: ----------------------------------------------
Signed for and on its behalf by its duly authorised Duly Authorised Signatory
signatory
Name
The Corporate Services Provider for the Previous Issuers
Executed by
LAW DEBENTURE CORPORATE
SERVICES LIMITED By
as its deed as follows: ---------------------------------------
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name
---------------------------------------
By
---------------------------------------
Director/Secretary
Name
---------------------------------------
13
The Share Trustee
Executed by
THE LAW DEBENTURE INTERMEDIARY
CORPORATION P.L.C By
as its deed as follows: ---------------------------------------
Signed for and on its behalf by one of its directors Director
and by another of its directors/its secretary
Name
---------------------------------------
By
---------------------------------------
Director/Secretary
Name
---------------------------------------
The Post-Enforcement Call Option Holder for the Previous Issuers
Executed by
GPCH LIMITED
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name
---------------------------------------
Holdings
Executed by
GRANITE FINANCE HOLDINGS LIMITED
as its deed as follows: By
Signed for and on its behalf by one of its directors ---------------------------------------
and by another of its directors/its secretary for and on behalf of LDC Securitisation
Director No.1 Limited
Name
---------------------------------------
By
---------------------------------------
for and on behalf of LDC Securitisation
Director No.2 Limited
Name
---------------------------------------
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Appendix I
Amended and Restated Master Definitions Schedule
15
