Exhibit 4.1.2
Dated [o] January 2004
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GRANITE FINANCE FUNDING LIMITED
as Funding
GRANITE MORTGAGES 04-1 PLC
as Current Issuer
THE BANK OF NEW YORK
as Security Trustee
- and -
CITIBANK, N.A.
as Agent Bank
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ISSUER INTERCOMPANY LOAN CONFIRMATION
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SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
REF:30507-21/630353
Table of Contents
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Page
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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..................................................4
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] 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 0 Xxxxx Xxxx
Xxxxx, Xxxxxx XX0X 0XX as Funding;
(2) GRANITE MORTGAGES 04-1 PLC (registered in England and Wales No.
4959572), 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 Current Issuer;
(3) THE BANK OF NEW YORK, whose offices are at Xxx Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxx X00 0XX in its capacity as Security Trustee; and
(4) CITIBANK, N.A., acting through its offices at 0 Xxxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX 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
Seventh Amendment Deed made on [o] 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 Xxxxxx Xxxxx & Xxxx and Xxxxx &
Overy on [o],
(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];
"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;
"Issuer" shall mean the Current Issuer;
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"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 (GBP)[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 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
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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, other than in respect of the priority made in the
allocation of principal receipts to an Issuer which has issued Money
Market Notes.
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6. Certain Fees, etc.
6.1 Fee for provision of Current Issuer Intercompany Loan: In addition to
the interest 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
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(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 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 or such other Current Issuer Priority of Payments as may
apply on that date.
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:
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The Security Trustee:
For the attention of: Corporate Trust (Global Structured Finance)
Address: The Bank of New York
00xx Xxxxx, Xxx Xxxxxx Xxxxxx
Xxxxxx X00 0XX
Facsimile: x00 000 000 0000 / x00 000 000 0000
The Current Issuer:
For the attention of: The Company Secretary
Address: Granite Mortgages 04-1 plc
Xxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
Telephone: x00 000 000 0000
Facsimile: x00 000 000 0000
Funding:
For the attention of: The Company Secretary
Address: Granite Finance Funding Limited
0 Xxxxx Xxxx Xxxxx
Xxxxxx XX0X 0XX
Telephone: x00 000 000 0000
Facsimile: x00 000 000 0000
Rating Agencies:
Moody's: Xxxxx'x Investors Services Limited
0 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx Xxxx
Xxxxxx XX0X 0XX
For the attention of: Head of Monitoring Group, Structured Finance
Telephone: x00 000 000 0000
Facsimile: x00 000 000 0000
S&P: Standard and Poor's
Xxxxxx Xxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
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For the attention of: Xxxxx Xxxxxxxx
Telephone: x00 000 000 0000
Facsimile: x00 000 000 0000
Fitch: Fitch Ratings Ltd.
Xxxxx Xxxxx
0 Xxxxx Xxxxxx
Xxxxxx XX0X 0XX
For the attention of: European Structured Finance Surveillance
Telephone: x00 000 000 0000
Facsimile: x00 000 000 0000
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
Confirmation 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
The Current Issuer Deed of Accession duly executed by the parties
thereto.
3. Legal opinion
Legal opinions of:
(a) Sidley Xxxxxx Xxxxx & Xxxx, English legal advisers to the
Seller, the Current Issuer and Funding, addressed to the
Security Trustee; and
(b) Sidley Xxxxxx Xxxxx & Xxxx 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;
(d) the Global Note Certificates;
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(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 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 Current Issuer Cash Management Agreement;
(y) the Funding (Current Issuer) Bank Account Agreement; and
(z) 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
(b) Copy of the Prospectus and the Offering Circular.
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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
Funding
Executed by
GRANITE FINANCE FUNDING LIMITED
as follows:
Signed for and on its behalf by one of
its duly authorised attorneys/signatories By
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Duly Authorised Attorney/Signatory
Name
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The Current Issuer
Executed by By
GRANITE MORTGAGES 04-1 PLC ----------------------------------------------
as follows: Duly Authorised Attorney/Signatory
Signed for and on its behalf by one of
its duly authorised attorneys/signatories
Name
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The Security Trustee
Executed by By
BANK OF NEW YORK -----------------------------------------------
as follows: Duly Authorised Attorney/Signatory
Signed for and on its behalf by one of
its duly authorised attorneys/signatories
Name
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The Agent Bank
Executed by By
CITIBANK, N.A. ------------------------------------------------
as follows: Duly Authorised Attorney/Signatory
Signed for and on its behalf by one of
its duly authorised attorneys/signatories
Name
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