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
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SIDLEY AUSTIN
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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 Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX as Master
Issuer;
(2) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx
Xxxxxxx, 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, Xxxxxx Xxxxx, Xxxxxx X00 0XX, 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, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, X.X. 00000, X.X.X., 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 Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX, 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 Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X
0XX 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 0, Xxx Xxxxx
Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX 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 000
Xxxxxxxxxxx, Xxxxxx XX0X 0XX 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 0 Xxxxxx Xxxxxx, Xxxxxx X00 0XX 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 000 Xxxxxxxxx
Xxxxxx, Xxxxxx XX0X 0XX 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 Xxxxx Xxxxxx, Xxxxxx X00 0XX 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 Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx LLP on 19
January, 2005, and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx
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 Xxxxxx Xxxxx & Xxxx and
Xxxxx & Overy LLP on 19 January 2005; and
(ii) the Issuer Master Definitions Schedule signed for the purposes
of identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx &
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
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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 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
XXXXXX XXXXXXX
For the attention of: OTC Derivatives
Facsimile: x00 00 0000 0000
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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, Xxx Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
For the attention of: Derivatives Director, Legal Division
Facsimile: x00 00 0000 0000
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 Xxxxx Xxxxxx
Xxxxxx X00 0XX
For the attention of: (1) Head of Credit Risk Management
(2) Managing Director - Operations Department
(3) Managing Director - Legal Department
Facsimile: x00 00 0000 0000
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) Xxx 0000, 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
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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/ Xxx Xxxxxx
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director
Name: Xxx Xxxxxx
/s/ S Tyson
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director
Name: Xxxxxx Xxxxx
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 Xxx
Name: Xxxxx Xxx
Vice President
The Bank of New York
in the presence of:
Signature /s/ I Bass
Witness
Full name XXXX XXXX
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: XXXXXXX XXXXXXXX
in the presence of:
Signature /s/ XX Xxxx
Witness
Full name XXXXX XXXX
Occupation PARALEGAL
Address 00 XXXXXXXXXX XX, XXXXXX
as US Paying Agent
EXECUTED AND DELIVERED AS A DEED )
by )
CITIBANK N.A. )
by its duly authorised signatory )
/s/ G Mitchell
Name: XXXXXXX XXXXXXXX
in the presence of:
Signature /s/ XX Xxxx
Witness
Full name XXXXX XXXX
Occupation PARALEGAL
Address 00 XXXXXXXXXX XX, XXXXXX
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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/ Xxxxxxx X Xxxxxxxx
Name: XXXXXXX X XXXXXXXX
in the presence of:
Signature /s/ H Xxxxx
Witness
Full name XXXXX XXXXX
Occupation SECURITISATION ASSOCIATE
Address Northern Rock plc
Xxxxxxxx Xxxx Xxxxx
Xxxxxxxx
Xxxxxxxxx xxxx Xxxx
XX0 0XX
as Corporate Services Provider
EXECUTED AND DELIVERED AS A DEED )
by )
LAW DEBENTURE CORPORATE )
SERVICES LIMITED )
acting by a director and its secretary )
/s/ Xxx Xxxxxx
Director
Name: Xxx Xxxxxx
/s/ S Tyson
Secretary
Name: Xxxxxx Xxxxx
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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/ Xxxxxxxx X Xxxxx
Name: XXXXXXXX XXXXX
in the presence of:
Signature /s/ Xxxx Xxxxxxxxx
Witness
Full name XXXX XXXXXXXXX
Occupation Investment Banking
Address 00 Xxxxxx Xx, Xxxxxx X00 0XX
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 Xxxxxx
Name: Xxxxxxxx Xxxxxx
Director-Legal UK & Europe
Authorised to Sign
in the presence of:
Signature /s/ Xxxxx Xxxxxxx
Witness
Full name XXXXX XXXXXXX
Occupation ADMINISTRATOR
Address c/o 5 XXX XXXXX XXXXXXXXX
XXXXXX XXXXX
XXXXXX X00 0XX
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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/ XX Xxxxx
Authorised Signatory
Name:
/s/ XX Xxxxx
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/ Xxxxx Xxxxxxx
Name: XXXXX XXXXXXX
in the presence of:
Signature /s/ A Versey
Witness
Full name XXX XX XXXXXX
Occupation DIRECTOR, BANKING
Address HSBC Bank plc
Corporate, Investment
Banking & Markets
Xxxxx 00
0 Xxxxxx Xxxxxx
Xxxxxx X00 0XX
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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/ Xxxxxxx Xxxxxx
Name: XXXXXXX XXXXXX
in the presence of:
Signature /s/ S Stockes
Witness
Full name XXXXXXX XXXXXX
Occupation ASSISTANT
Address NO 0 XXXXXX XX
XXXXXX X00 0XX
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: XXXXX XXXXX
Managing Director
Swiss Re Financial Products Corp.
ADDRESS FOR NOTICES AND COMMUNICATIONS:
Swiss Re Financial Products Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
in the presence of:
Signature /s/ S Ill
Witness
Full name Xxxxx Ill
Occupation Associate
Address 00 X 00xx Xxxxxx
Xxx Xxxx, XX 00000
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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: Xxxx Xxxxxxx
Director
Traded Products Legal
/s/ F Xxxxxxx
Name: Fleur Xxxxxxx
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: XXXXX XXXXXX
LEGAL COUNSEL
/s/ N Xxxxxxxx
Name: XXXXXX XXXXXXXX
LEGAL COUNSEL
in the presence of:
Signature /s/ A Xxxxxxx
Witness
Full name XXXXXX XXXXXXX
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: Xxxxxxxxx Xxxxx
Vice President
/s/ U Schefe
Name: Xxxxxx Xxxxxx
Authorised Signatory
in the presence of: L XXXXX
Signature /s/ L Xxxxx
Witness
Full name L XXXXX
Occupation SECRETARY
Address ONE CABOT SQ
LONDON
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