EX-4.4.2 8 efc7-1485_ex442.txt 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 ------------------------------------------------------------------------------- ISSUER DEED OF ACCESSION ------------------------------------------------------------------------------- SIDLEY AUSTIN ------------- 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 Fifth Floor, 100 Wood Street, London EC2V 7EX as Master Issuer; (2) THE BANK OF NEW YORK, a New York banking corporation whose London branch address is at 40th Floor, One Canada Square, London E14 5AL, United Kingdom, 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, Canary Wharf, London E14 5LB, 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, 388 Greenwich Street, New York, N.Y. 10013, U.S.A., 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 Rock House, Gosforth, Newcastle upon Tyne NE3 4PL, 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 Fifth Floor, 100 Wood Street, London EC2V 7EX 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 5, The North Colonnade, Canary Wharf, London E14 4BB 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 250 Bishopsgate, London EC2M 4AA 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 8 Canada Square, London E14 5HQ 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 100 Liverpool Street, London EC2M 2RH 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 Cabot Square, London E14 4QJ 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. 2 (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 Austin Brown & Wood and Allen & Overy LLP on 19 January, 2005, and the Issuer Master Definitions Schedule signed for the purposes of identification by Sidley Austin Brown & Wood and Allen & Overy 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 Austin Brown & Wood and Allen & Overy LLP on 19 January 2005; and (ii) the Issuer Master Definitions Schedule signed for the purposes of identification by Sidley Austin Brown & Wood and Allen & 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 3 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 Winchester Street London EC2N 2DB UNITED KINGDOM For the attention of: OTC Derivatives Facsimile: +44 20 7545 4455 4 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, The North Colonnade Canary Wharf London E14 4BB For the attention of: Derivatives Director, Legal Division Facsimile: +44 20 7773 4932 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 Cabot Square London E14 4QJ For the attention of: (1) Head of Credit Risk Management (2) Managing Director - Operations Department (3) Managing Director - Legal Department Facsimile: +44 20 7888 2686 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) Act 1999, 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 5 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. 6 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/ Ian Bowden for and on behalf of LDC Securitisation Director No. 1 Limited Director Name: Ian Bowden /s/ S Tyson for and on behalf of LDC Securitisation Director No. 2 Limited Director Name: Sharon Tyson 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 Kim Name: Helen Kim Vice President The Bank of New York in the presence of: Signature /s/ I Bass Witness Full name IVAN BASS Occupation TRUST ASSOCIATE Address The Bank of New York One Canada Square London E14 5AL 7 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: GEORGIA MITCHELL in the presence of: Signature /s/ DJ Kemp Witness Full name DAREN KEMP Occupation PARALEGAL Address 25 BASINGHALL ST, LONDON as US Paying Agent EXECUTED AND DELIVERED AS A DEED ) by ) CITIBANK N.A. ) by its duly authorised signatory ) /s/ G Mitchell Name: GEORGIA MITCHELL in the presence of: Signature /s/ DJ Kemp Witness Full name DAREN KEMP Occupation PARALEGAL Address 25 BASINGHALL ST, LONDON 8 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/ Phillip N Robinson Name: PHILLIP N ROBINSON in the presence of: Signature /s/ H Dodds Witness Full name HAZEL DODDS Occupation SECURITISATION ASSOCIATE Address Northern Rock plc Northern Rock House Gosforth Newcastle upon Tyne NE3 4PL as Corporate Services Provider EXECUTED AND DELIVERED AS A DEED ) by ) LAW DEBENTURE CORPORATE ) SERVICES LIMITED ) acting by a director and its secretary ) /s/ Ian Bowden Director Name: Ian Bowden /s/ S Tyson Secretary Name: Sharon Tyson 9 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/ Valentin A Ehmer Name: VALENTIN EHMER in the presence of: Signature /s/ Mark Mathieson Witness Full name MARK MATHIESON Occupation Investment Banking Address 33 Canada Sq, London E14 5LB 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 Martin Name: Jonathan Martin Director-Legal UK & Europe Authorised to Sign in the presence of: Signature /s/ Clair Puttick Witness Full name CLAIR PUTTICK Occupation ADMINISTRATOR Address c/o 5 THE NORTH COLONNADE CANARY WHARF LONDON E14 4BB 10 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/ JL Hogan Authorised Signatory Name: /s/ DH Scott 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/ James Collins Name: JAMES COLLINS in the presence of: Signature /s/ A Versey Witness Full name MRS AC VERSEY Occupation DIRECTOR, BANKING Address HSBC Bank plc Corporate, Investment Banking & Markets Level 19 8 Canada Square Lnodon E14 5HO 11 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/ Richard Evelyn Name: RICHARD EVELYN in the presence of: Signature /s/ S Stockes Witness Full name SUZANNE STOKES Occupation ASSISTANT Address NO 1 CURZON ST LONDON W15 5RT 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: FRANK RONAN Managing Director Swiss Re Financial Products Corp. ADDRESS FOR NOTICES AND COMMUNICATIONS: Swiss Re Financial Products Corporation 55 East 52nd Street New York, New York 10055 Attention: General Counsel Facsimile: (212) 317-5474 in the presence of: Signature /s/ S Ill Witness Full name Sarah Ill Occupation Associate Address 55 E 52nd Street New York, NY 10055 12 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: Kate Binions Director Traded Products Legal /s/ F Downard Name: Fleur Downard Director Traded Products Legal 13 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: MEGAN WALLIS LEGAL COUNSEL /s/ N Townsend Name: NATHAN TOWNSEND LEGAL COUNSEL in the presence of: Signature /s/ A Simpson Witness Full name ALISON SIMPSON Occupation LEGAL SECRETARY Address DB LONDON 14 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: Parminder Bains Vice President /s/ U Schefe Name: Ulrike Schefe Authorised Signatory in the presence of: L CUTTS Signature /s/ L Cutts Witness Full name L CUTTS Occupation SECRETARY Address ONE CABOT SQ LONDON 15