Exhibit 4.10
[o] 2004
--------
NORTHERN ROCK PLC
as Administrator
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
------------------------------------------------------------------------------
ADMINISTRATION AGREEMENT
FOURTH DEED OF AMENDMENT AND
RESTATEMENT
------------------------------------------------------------------------------
SIDLEY XXXXXX XXXXX & XXXX
0 XXXXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
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 Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX in its
capacity as Administrator;
(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 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0
0XX, 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 Xxxxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX 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 offices established in England (registered overseas
company number FC022999 and branch number BR005916) at 0 Xxxxx Xxxx
Xxxxx, Xxxxxx, XX0X 0XX in its capacity as a Beneficiary; and
(5) 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 Security Trustee.
WHEREAS:
(A) The Administrator carries on the business of, inter alia, administering
mortgage loans secured on residential properties within the United
Kingdom.
(B) The Seller has assigned to the Mortgages 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 Mortgages Sale Agreement
among the parties hereto.
(C) The Administrator has agreed to administer the Mortgage Loans on behalf
of the Mortgages Trustee (for and on behalf of the Seller and Funding)
and to provide certain other administration and management services to
the Mortgages Trustee, the Seller and Funding on the terms and subject to
the conditions contained in the Administration Agreement dated 26 March
2001 (as amended, varied, novated or supplemented from time to time, the
"Administration Agreement").
(D) The parties have agreed to amend and restate the Administration Agreement
(the "First Amended and Restated Administration Agreement") pursuant to
the provisions set out in a deed of amendment and restatement dated 28
September 2001 (the "First Deed of Amendment and Restatement").
(E) The parties have agreed to amend and restate the First Amended and
Restated Administration Agreement (the "Second Amended and Restated
Administration
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 Administration Agreement (the "Third Amended and Restated
Administration 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
Administration Agreement pursuant to the provisions set out herein.
(H) With effect from the date hereof, the provisions of the Administration
Agreement, the First Amended and Restated Administration Agreement, the
Second Amended and Restated Administration Agreement, the Third Amended
and Restated Administration Agreement and this Deed shall be read and
construed follows 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 Administration 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
Administration Agreement".
1.3 As used in the Amended and Restated Administration Agreement the terms
"Administration Agreement", "this Administration Agreement", "Agreement",
"this Agreement", "herein", "hereinafter", "hereof", "hereto" and other
words of similar import shall mean or refer to the Amended and Restated
Administration Agreement, unless the context otherwise specifically
requires.
2. AMENDMENTS TO THE THIRD AMENDED ADMINISTRATION AGREEMENT
Upon execution of this Deed by the parties hereto, the Second Amended
and Restated Administration 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 Administration Agreement
under the Contract (Rights
2
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.
4. COUNTERPARTS
This Deed 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.
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.
3
EXECUTION PAGE
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 Administrator, 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 AS A DEED by )
GRANITE FINANCE TRUSTEES LIMITED )
by: )
Director
Name:
Title:
Director/Company Secretary
Name:
Title:
4
EXECUTED AS A DEED by )
GRANITE FINANCE FUNDING LIMITED )
by: )
Director
Name:
Title:
Director/Company Secretary
Name:
Title:
EXECUTED AS A DEED by )
THE BANK OF NEW YORK )
acting by: )
Authorised Signatory
Name:
Title:
5
Appendix I
Amended and Restated Administration Agreement
6
