Exhibit 4.8
Dated [o] 2004
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NORTHERN ROCK PLC
as Cash Manager
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
NORTHERN ROCK PLC
as Seller
GRANITE FINANCE FUNDING LIMITED
as Beneficiary
- and -
THE BANK OF NEW YORK
as Security Trustee
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CASH MANAGEMENT AGREEMENT
FOURTH DEED OF AMENDMENT
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SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
TELEPHONE ▇▇▇ ▇▇▇▇ ▇▇▇▇
FACSIMILE 020 7626 7937
THIS DEED is made on [o] 2004
BETWEEN:
(1) NORTHERN ROCK PLC (registered number 3273685), a public limited company
incorporated under the laws of England and Wales whose registered
office is at ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
in its capacity as Cash Manager;
(2) GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
limited company incorporated under the laws of Jersey, Channel Islands
whose registered office is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇, Channel Islands in its capacity as Mortgages Trustee;
(3) NORTHERN ROCK PLC (registered number 3273685), a public limited company
incorporated under the laws of England and Wales whose registered
office is at ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
in its capacity as Seller and in its capacity as a Beneficiary;
(4) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited company incorporated under the laws of Jersey, Channel Islands
but acting out of its office established in England (registered
overseas company number FC022999 and branch number BR005916) at ▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ in its capacity as a Beneficiary; and
(5) THE BANK OF NEW YORK a New York banking corporation whose London branch
address is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ in its
capacity as Security Trustee.
WHEREAS:
(A) The Seller carries on the business (inter alia) of originating mortgage
loans secured on residential properties in England and Wales.
(B) The Seller has assigned to the Mortgage Trustee certain mortgage loans,
together with the benefit of related security for the same, on the
terms and subject to the conditions set out in the Mortgage Sale
Agreement among the parties hereto.
(C) The Cash Manager has agreed to provide Cash Management Services to the
Mortgages Trustee, Funding and the Security Trustee on the terms and
subject to the conditions contained in the Cash Management Agreement
dated 26 March 2001 ( as amended, varied, novated or supplemented from
time to time, the "Cash Management Agreement").
(D) The parties have agreed to amend and restate the Cash Management
Agreement (the "First Amended and Restated Cash Management Agreement")
pursuant to the provisions set out in a deed of amendment and
restatement dated 23 July 2001 (the "First Deed of Amendment and
Restatement").
(E) The parties have agreed to amend and restate the First Amended and
Restated Cash Management Agreement (the "Second Amended and Restated
Cash Management Agreement") pursuant to the provisions set out in a
deed of amendment and
restatement dated 27 January 2003 (the "Second Deed of Amendment and
Restatement").
(F) The parties have agreed to amend and restate the Second Amended and
Restated Cash Management Agreement (the "Third Amended and Restated
Cash Management Agreement") pursuant to the provisions set out in a
deed of amendment and restatement dated 24 September 2003 (the "Third
Deed of Amendment and Restatement").
(G) The parties now wish to amend and restate the Third Amended and
Restated Cash Management Agreement.
(H) With effect from the date hereof, the provisions of the Cash Management
Agreement, the First Amended and Restated Cash Management Agreement,
the Second Amended and Restated Cash Management Agreement, the Third
Amended and Restated Cash Management Agreement and this Deed shall be
read and construed as follows.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
1.1 The provisions of the Master Definitions Schedule as amended and
restated by (and appearing in Appendix 1 to) the Master Definitions
Schedule Seventh Deed of Amendment made on [o] 2004 between, among
others, the parties hereto (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 Deed.
1.2 The Cash Management Agreement as amended and restated pursuant to the
First Deed of Amendment and Restatement, the Second Deed of Amendment
and Restatement, the Third Deed of Amendment and Restatement and
pursuant hereto shall be referred to herein as the "Amended and
Restated Cash Management Agreement".
1.3 As used in the Amended and Restated Cash Management Agreement, the
terms "Cash Management Agreement", "this Cash Management Agreement",
"Agreement", "this Agreement", "herein", "hereinafter", "hereof",
"hereto" and other words of similar import shall mean or refer to the
Amended and Restated Cash Management Agreement, unless the context
otherwise specifically requires.
2. AMENDMENTS TO THE FIRST AMENDED AND RESTATED CASH MANAGEMENT
AGREEMENT
Upon execution of this Deed by the parties hereto, the Third Amended
and Restated Cash Management Agreement shall be and hereby is amended
and restated in the form of Appendix I hereto.
3. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any provision of this Deed or
any provision of the Amended and Restated Cash Management Agreement
under the Contract (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
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4. COUNTERPARTS
This Deed may be executed in any number of counterparts, and has the
same effect as if the signatures on the counterparts were on a single
copy of this Deed.
5. GOVERNING LAW
5.1 This Deed 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.
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EXECUTION PAGE
IN WITNESS WHEREOF this Deed has been executed as a deed by the parties hereto
and entered into the day and year first above written.
as Cash Manager, Seller and Beneficiary
EXECUTED AS A DEED by )
)
)
as attorney for )
NORTHERN ROCK PLC )
in the presence of:
Signature of Witness:
Name of Witness:
Occupation:
Address:
EXECUTED for and on behalf of )
GRANITE FINANCE TRUSTEES LIMITED )
by: )
Director
Name:
Title:
Director/Company Secretary
Name:
Title:
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EXECUTED for and on behalf of )
GRANITE FINANCE FUNDING LIMITED )
by: )
Director
Name:
Title:
Director/Company Secretary
Name:
Title:
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by: )
Authorised Signatory
Name:
Title:
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Appendix I
Amended and Restated Cash Management Agreement
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