Exhibit 4.6.2
Dated [ ] 2006
GRANITE MASTER ISSUER PLC
as Master Issuer
- and -
THE BANK OF NEW YORK
as Note Trustee
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FORM OF SIXTH SUPPLEMENTAL ISSUER TRUST DEED
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CONTENTS
1. Definitions and Interpretations.......................................2
2. Closing Date..........................................................3
3. Amount, Form and Status...............................................3
4. Covenant to Repay.....................................................3
5. Counterparts..........................................................5
6. Amendments to Principal Issuer Trust Deed.............................5
SCHEDULE 1 FORM OF US GLOBAL NOTE CERTIFICATE FOR THE SERIES
[2006-2] NOTES................................................7
SCHEDULE 2 FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE SERIES
[2006-2] NOTES...............................................14
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THIS SIXTH SUPPLEMENTAL ISSUER TRUST DEED is made on [ ] 2006
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 ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇,
as Master Issuer; and
(2) THE BANK OF NEW YORK, a New York banking corporation acting through its
London branch at 48th Floor, One Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇ in its capacity as Note Trustee.
WHEREAS:
(A) The Sixth Supplemental Issuer Trust Deed is supplemental to the Issuer
Trust Deed dated 19 January 2005 (the "Principal Issuer Trust Deed"),
the first supplemental Issuer Trust Deed dated 26 January 2005 (the
"First Supplemental Issuer Trust Deed"), the second supplemental Issuer
Trust Deed dated 25 May 2005 (the "Second Supplemental Issuer Trust
Deed"), the third supplemental Issuer Trust Deed dated 31 August 2005
(the "Third Supplemental Issuer Trust Deed"), the fourth supplemental
Issuer Trust Deed dated 22 September 2005 (the "Fourth Supplemental
Issuer Trust Deed") and the fifth supplemental Issuer Trust Deed dated
26 January 2005 (the "Fifth Supplemental Issuer Trust Deed"), all
between the Master Issuer and the Note Trustee.
(B) The Principal Issuer Trust Deed was made between the parties hereto for
the purposes of constituting the Issuer Notes to be issued by the Master
Issuer, from time to time, up to a maximum nominal amount of
(GBP)20,000,000,000 (subject to adjustment in accordance with the
terms of the Programme Agreement).
(C) The First Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed and constitute the Series 2005-1 Notes.
(D) The Second Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed and the First Supplemental Issuer Trust Deed and
constitute the Series 2005-2 Notes.
(E) The Third Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed and the
Second Supplemental Issuer Trust Deed and constitute the Series 2005-3
Notes.
(F) The Fourth Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed and the Third Supplemental Issuer Trust
Deed and constitute the Series 2005-4 Notes.
(G) The Fifth Supplemental Issuer Trust Deed was made between the parties
hereto in order to supplement their obligations under the Principal
Issuer Trust Deed, the First Supplemental Issuer Trust Deed, the Second
Supplemental Issuer Trust Deed, the
Third Supplemental Issuer Trust Deed and the Fourth Supplemental Issuer
Trust Deed and constitute the Series 2006-1 Notes.
(H) The Master Issuer has, pursuant to a resolution of its board of
directors passed on or before [ ] 2006, duly authorised the issue by the
Master Issuer of the Series [2006-2] Notes.
(I) The parties hereto wish to supplement their obligations under the
Principal Issuer Trust Deed, the First Supplemental Issuer Trust Deed,
the Second Supplemental Issuer Trust Deed, the Third Supplemental Issuer
Trust Deed, the Fourth Supplemental Issuer Trust Deed and the Fifth
Supplemental Issuer Trust Deed as of the date hereof in order to
constitute the Series [2006-2] Notes on the terms set out in this Sixth
Supplemental Issuer Trust Deed.
NOW THIS SIXTH SUPPLEMENTAL ISSUER TRUST DEED WITNESSES AND IT IS AGREED
AND DECLARED as follows:
1. Definitions and Interpretations
1.1 The provisions of:
(a) the Programme Master Definitions Schedule signed for the purposes
of identification by Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇
LLP on 19 January 2005, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇ 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) are expressly and
specifically incorporated into and shall apply to this Sixth
Supplemental Issuer Trust Deed. This Sixth Supplemental Issuer Trust
Deed shall prevail to the extent that it conflicts with the Programme
Master Definitions Schedule and/or the Issuer Master Definitions
Schedule. The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Programme Master Definitions Schedule.
1.2 In this Sixth Supplemental Issuer Trust Deed:
"Series [2006-2] Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated [ ] 2006;
"Series 2006-1 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 20 January 2006;
"Series 2005-4 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 15 September 2005;
"Series 2005-3 Notes" means the Issuer Notes, the specific details of
which are contained in the Final Terms signed by the Master Issuer and
dated 26 August 2005;
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"Series 2005-2 Notes" means the Issuer Notes, the specific details of
which are contained in the Pricing Supplement signed by the Master
Issuer and dated 23 May, 2005; and
"Series 2005-1 Notes" means the Issuer Notes, the specific details of
which are contained in the Pricing Supplement signed by the Master
Issuer and dated 21 January 2005.
2. Closing Date
2.1 The parties hereto agree that the terms and conditions of this Sixth
Supplemental Issuer Trust Deed shall automatically take effect on [ ]
2006, and from such date the provisions of the Principal Issuer Trust
Deed, the First Supplemental Issuer Trust Deed, the Second Supplemental
Issuer Trust Deed, the Third Supplemental Issuer Trust Deed, the Fourth
Supplemental Issuer Trust Deed and the Fifth Supplemental Issuer Trust
Deed shall henceforth be read and construed as one document.
2.2 A memorandum of this Sixth Supplemental Issuer Trust Deed will be
endorsed by the Note Trustee on the executed copy of the Principal
Issuer Trust Deed held by the Note Trustee and by the Master Issuer on
its duplicate copy of the Principal Issuer Trust Deed, in accordance
with the provisions of Clause 2.1 of the Principal Issuer Trust Deed.
3. Amount, Form and Status
3.1 The Series [2006-2] Notes are constituted by and in accordance with the
Principal Issuer Trust Deed, the First Supplemental Issuer Trust Deed,
the Second Supplemental Issuer Trust Deed, the Third Supplemental Issuer
Trust Deed, the Fourth Supplemental Issuer Trust Deed, the Fifth
Supplemental Issuer Trust Deed and this Sixth Supplemental Issuer Trust
Deed in the following aggregate principal amounts:
(a) Series [2006-2] [Class A] Notes - [$[ ]]/[EURO[ ]]/ [GBP[ ]];
(b) Series [2006-2] [Class B] Notes - [$[ ]]/[EURO[ ]]/ [GBP[ ]];
(c) Series [2006-2] [Class M Notes] - [$[ ]]/[EURO[ ]]/ [GBP[ ]]; and
(d) Series [2006-2] Class C Notes - [$[ ]]/[EURO[ ]]/ [GBP[ ]].
Each Series and Class of the Series [2006-2] Notes shall be in
registered form.
3.2 The Series [2006-2] Notes shall be secured by the security constituted
by the Issuer Deed of Charge.
3.3 Each Series and Class of the Series [2006-2] Notes that are US Notes
shall be represented by a US Global Note Certificate. Each Series and
Class of the Series [2006-2] Notes that are Reg S Notes shall be
represented by a Reg S Global Note Certificate. Each Global Note
Certificate shall be exchangeable in accordance with its provisions for
Individual Note Certificates.
4. Covenant to Repay
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4.1 The Master Issuer covenants with the Note Trustee that it will, in
accordance with these presents, on the due date for the final maturity
of each Series and Class of the Series [2006-2] Notes, or on such
earlier date as the same or any part thereof may become due and
repayable thereunder, in accordance with the Issuer Conditions, pay or
procure to be paid unconditionally to or to the order of the Note
Trustee in the Specified Currency, in immediately available funds or
same day funds, as applicable, the principal amount of such Series and
Class of the Series [2006-2] Notes, repayable on that date. The Master
Issuer shall in the meantime and until all such payments (both before
and after any judgment or other order of a court of competent
jurisdiction) are duly made (subject to the provisions of the Issuer
Conditions), pay or procure to be paid unconditionally to or to the
order of the Note Trustee as aforesaid, interest (which shall accrue
from day to day) on the Principal Amount Outstanding of such Series and
Class of the Series [2006-2] Notes, at rates and/or in amounts set out
in or (as the case may be) calculated from time to time in accordance
with, or specified in, and on the dates provided for in the Issuer
Conditions (subject to Clause 2.6 (Interest following Default) of the
Principal Issuer Trust Deed), provided that;
(a) every payment of principal or interest in respect of any Series
and Class of the Series [2006-2] Notes, made to or to the account
of the Principal Paying Agent in the manner provided in the Issuer
Paying Agent and Agent Bank Agreement, shall satisfy the
obligations of the Master Issuer under this Clause 4.1 (Covenant
to Repay), in respect of such Issuer Notes except to the extent
that there is default in the subsequent payment thereof to the
Noteholders in accordance with the Issuer Conditions;
(b) if any payment of principal in respect of any Series and Class of
the Series [2006-2] Notes is made after the due date, interest
shall continue to accrue on the principal amount of such Issuer
Notes (both before and after any judgment or other order of a
court of competent jurisdiction) at the rates aforesaid up to and
including the date which the Note Trustee determines to be the
date on and after which payment is to be made in respect thereof
as stated in a notice given to the holders of such Issuer Notes
(such date to be not later than 30 days after the day on which the
whole of such principal amount, together with an amount equal to
the interest which has accrued and is to accrue pursuant to this
proviso up to and including that date, has been received by the
Note Trustee or the Principal Paying Agent);
(c) in any case where payment of the whole or any part of the
principal amount of any Series [2006-2] Note is improperly
withheld or refused upon due presentation thereof (if so provided
in the Issuer Paying Agent and Agent Bank Agreement), interest
shall accrue on the whole, or such part of such principal amount
of such Issuer Note which has been so withheld or refused (both
before and after any judgment or other order of a court of
competent jurisdiction), at the rates aforesaid, from and
including the date of such withholding or refusal up to and
including the date on which, upon further presentation of the
relevant Issuer Note, such principal amount due (including
interest as aforesaid) is paid to the Noteholders or (if earlier)
the seventh day after notice is given to the Noteholders in
accordance with the Issuer Conditions that the full amount
(including interest as aforesaid) payable in respect of the
principal amount is available for payment, provided that, upon
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further due presentation thereof (if so provided in the Issuer
Paying Agent and Agent Bank Agreement), such payment is in fact
made; and
(d) notwithstanding any other provision of these presents, pursuant to
Section 316(b) of the Trust Indenture Act, the right of any
Noteholder to receive payment of principal and interest on any
Series and Class of the Series [2006-2] Notes, on or after the
respective due dates expressed for such Issuer Notes, or to bring
suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the
consent of the Noteholder.
5. Counterparts
The provisions of Clause 20.1 (Counterparts) of the Principal Issuer
Trust Deed shall apply to this Sixth Supplemental Issuer Trust Deed
mutatis mutandis as if set out in full herein.
6. Amendments to Principal Issuer Trust Deed
6.1 In respect of each Series and Class of the Series [2006-2] Notes that
are US Notes, the form of Global Note Certificate set out in Schedule 1
to the Principal Trust Deed shall be replaced with the form of US Global
Note Certificate set out in Schedule 1 hereto.
6.2 In respect of each Series and Class of the Series [2006-2] Notes that
are Reg S Notes, the form of Global Note Certificate set out in Schedule
1 to the Principal Trust Deed shall be replaced with the form of Reg S
Global Note Certificate set out in Schedule 2 hereto.
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EXECUTION PAGE
IN WITNESS WHEREOF this Sixth Supplemental Issuer Trust 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 )
_________________________
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director
Name:
_________________________
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director
Name:
as Note Trustee
EXECUTED AND DELIVERED AS A DEED )
by )
THE BANK OF NEW YORK )
by its duly authorised signatory )
_________________________________
Name:
in the presence of:
Signature _________________________
Witness
Full name
Occupation
Address
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SCHEDULE 1
FORM OF US GLOBAL NOTE CERTIFICATE FOR THE SERIES [2006-2] NOTES
GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and Wales with registered
number 5250668)
SERIES [2006-2] CLASS [A] [B] [M] [C] GLOBAL NOTE CERTIFICATE
representing
US$[Initial Principal Amount] Series [2006-2] Class [A] [B] [M] [C]]
Notes due [o]
1. Introduction
This Global Note Certificate is issued in respect of the US$[Initial
Principal Amount] Series [2006-2] Class [A] [B] [M] [C] Notes due [o]
(the "Notes") of Granite Master Issuer plc (the "Master Issuer") limited
to the aggregate principal amount of
[Initial Principal Amount - words and figures]
The Notes are constituted by, are subject to, and have the benefit of, a
trust deed dated 19 January, 2005 (as amended or supplemented from time
to time, the "Issuer Trust Deed") between the Master Issuer and The Bank
of New York as trustee (the trustee for the time being thereof being
herein called the "Note Trustee") and are the subject of a paying agent
and agent bank agreement dated 26 January, 2006 (as amended or
supplemented from time to time, the "Issuer Paying Agent and Agent Bank
Agreement") between the Master Issuer, the Principal Paying Agent, the
Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
expression includes any successor registrar appointed from time to time
in connection with the Notes), the Transfer Agent, the US Paying Agent
and the Note Trustee.
2. References to Conditions
References herein to the Issuer Conditions (or to any particular
numbered Condition) shall be to the Issuer Conditions (or that
particular one of them) set out in Schedule 3 to the Issuer Trust Deed
as supplemented and modified by the Final Terms applicable to the Notes
(the "Final Terms"), attached hereto. In the event of any conflict
between the Issuer Conditions and the information in the Final Terms,
the Final Terms will prevail.
3. Registered Holder
This is to certify that:
CEDE & CO.
is the person registered in the register maintained by the Registrar in
relation to the Notes (the "Register") as the duly registered holder
(the "Holder") of
[Initial Principal Amount - words and figures]
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in aggregate principal amount of the Notes.
4. Promise to pay
Subject only as provided in this Global Note Certificate and the Issuer
Conditions, the Master Issuer, for value received, promises to pay to
the Holder the principal amount of this Global Note Certificate (being
at the date hereof [Initial Principal Amount] on the Final Maturity Date
(or on such earlier date as such principal amount may become repayable
in accordance with the Issuer Conditions or the Issuer Trust Deed) and
to pay interest on the principal amount from time to time (as noted in
the records of the custodian for DTC of this Global Note Certificate) in
arrear on each Note Payment Date at the rates determined in accordance
with the Issuer Conditions together with such premium and other amounts
(if any) as may be payable, all subject to and in accordance with the
Issuer Conditions and the provisions of the Issuer Trust Deed.
5. Exchange for Individual Note Certificates
This Global Note Certificate will be exchangeable (in whole but not in
part and free of charge to the holder) for duly authenticated and
completed individual note certificates ("Individual Note Certificates")
in substantially the form (subject to completion) set out in Schedule 2
to the Issuer Trust Deed only if (i) The Depository Trust Company
("DTC") has notified the Master Issuer that it is at any time unwilling
or unable to continue as, or ceases to be, a clearing agency under the
United States Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and a successor to DTC registered as a clearing agency under the
Exchange Act is not appointed by the Master Issuer within 90 days of
such notification or (ii) as a result of any amendment to, or change in,
the laws or regulations of the United Kingdom (or of any political
subdivision thereof), or of any authority therein or thereof having
power to tax, or in the interpretation or administration by a revenue
authority or a court or administration of such laws or regulations which
becomes effective on or after the Closing Date (as defined in the Final
Terms), the Master Issuer or any Paying Agent is or will be required to
make any deduction or withholding from any payment in respect of the
Notes which would not be required were the relevant Notes Individual
Note Certificates. Such exchange shall be effected in accordance with
paragraph 6 (Delivery of Individual Note Certificates) below.
6. Delivery of Individual Note Certificates
Whenever this Global Note Certificate is to be exchanged for Individual
Note Certificates, such Individual Note Certificates shall be issued in
an aggregate principal amount equal to the principal amount of this
Global Note Certificate within five business days of the delivery, by or
on behalf of the Holder and/or DTC, to the Registrar of such information
as is required to complete and deliver such Individual Note Certificates
(including, without limitation, the names and addresses of the persons
in whose names the Individual Note Certificates are to be registered and
the principal amount of each such person's holding) against the
surrender of this Global Note Certificate at the Specified Office (as
defined in the Issuer Conditions) of the Registrar. Such exchange shall
be effected in accordance with the provisions of the Issuer Paying Agent
and Agent Bank Agreement and the regulations concerning the transfer and
registration of Notes scheduled thereto and, in particular, shall be
effected without charge to any Holder or the Note Trustee, but against
such indemnity as the
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Registrar may require in respect of any tax or other duty of whatsoever
nature which may be levied or imposed in connection with such exchange.
In this paragraph, "business day" means a day on which commercial banks
are open for business in the city in which the Registrar has its
Specified Office.
7. Payments
Payments of principal, premium (if any) and interest in respect of Notes
represented by this Global Note Certificate will be made in accordance
with the Issuer Conditions. All payments of any amounts payable and paid
to the Holder of this Global Note Certificate shall be valid and, to the
extent of the sums so paid, effectual to satisfy and discharge the
liability for the monies payable hereon.
8. Conditions apply
Save as otherwise provided herein, the Holder of this Global Note
Certificate shall have the benefit of, and be subject to, the Issuer
Conditions, and, for the purposes of this Global Note Certificate, any
reference in the Issuer Conditions to "Note Certificate" or "Note
Certificates" shall, except where the context otherwise requires, be
construed so as to include this Global Note Certificate.
9. Tax Treatment
The Master Issuer will treat the Notes as indebtedness for U.S. federal
income tax purposes. Each Holder of a Note, by the acceptance hereof,
agrees to treat this Note for U.S. federal income tax purposes as
indebtedness.
10. Determination of Entitlement
This Global Note Certificate is evidence of entitlement only and is not
a document of title. Entitlements are determined by the Registrar by
reference to the Register and only the Holder is entitled to payment in
respect of this Global Note Certificate.
11. Authentication
This Global Note Certificate shall not be or become valid for any
purpose unless and until authenticated by or on behalf of Citibank, N.A.
as ▇▇▇▇▇▇▇▇▇.
▇▇. Note Trustee's Powers
In considering the interests of Noteholders in circumstances where this
Global Note Certificate is held on behalf of DTC, Euroclear and/or
Clearstream, Luxembourg, the Note Trustee may, to the extent it
considers it appropriate to do so in the circumstances, (i) have regard
to such information as may have been made available to it by or on
behalf of the relevant clearing system or its operator as to the
identity of its accountholders (either individually or by way of
category) with entitlements in respect of this Global Note Certificate
and (ii) consider such interests on the basis that such accountholders
were the holders of this Global Note Certificate.
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13. Definitions
Terms not defined herein have the meaning ascribed to such terms in the
Issuer Conditions.
14. Rights of Third Parties
No person shall have any right under the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇ to enforce any term or condition of this Global Note
Certificate, but this shall not affect any right or remedy which exists
or is available apart from that Act.
15. Governing law
This Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
IN WITNESS whereof the Master Issuer has caused this Global Note Certificate
to be signed manually or in facsimile by a person duly authorised on its
behalf.
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GRANITE MASTER ISSUER plc
By: ..............................
[manual or facsimile signature]
(duly authorised)
ISSUED in London, England on [ ] 2006.
AUTHENTICATED for and on behalf of
CITIBANK, N.A.
as Registrar without recourse, warranty, or liability
.....................................
[manual signature]
(duly authorised)
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FORM OF TRANSFER
FOR VALUE RECEIVED ...................................................,
being the registered holder of this Global Note Certificate, hereby
transfers to ..............................................................
............................................................................
of ........................................................................
............................................................................
US$[amount] in principal amount of the US$[Initial Principal Amount] Series
[2006-2] Class [A] [B] [M] [C] Notes (the "Notes") of Granite Master Issuer
plc (the "Master Issuer") and irrevocably requests and authorises Citibank,
N.A., in its capacity as Registrar in relation to the Notes (or any successor
to Citibank, N.A., in its capacity as such) to effect the relevant transfer by
means of appropriate entries in the Register kept by it.
Dated:..............................
By: ..............................
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed
must correspond with the name of the registered holder as it appears on the
face of this Global Note Certificate.
(a) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any
list of duly authorised specimen signatures supplied by the registered
holder or be certified by a recognised bank, notary public or in such
other manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to [Specified
Denomination].
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[Final Terms]
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SCHEDULE 2
FORM OF REG S GLOBAL NOTE CERTIFICATE FOR THE SERIES [2006-2] NOTES
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO
THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE ISSUER NOTES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
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GRANITE MASTER ISSUER PLC
(Incorporated with limited liability in England and Wales with registered
number 5250668)
SERIES [2006-2] CLASS [A] [B] [M] [C] GLOBAL NOTE CERTIFICATE
representing
[Specified Currency and Initial Principal Amount] Series [2006-2] Class
[A] [B] [M] [C] Notes due [o]
1. Introduction
This Global Note Certificate is issued in respect of the [Specified
Currency and Initial Principal Amount] Series [2006-2] Class [A] [B] [M]
[C] Notes due [o] (the "Notes") of Granite Master Issuer plc (the
"Master Issuer") limited to the aggregate principal amount of
[Initial Principal Amount - words and figures]
The Notes are constituted by, are subject to, and have the benefit of, a
trust deed dated 19 January, 2005 (as amended or supplemented from time
to time, the "Issuer Trust Deed") between the Master Issuer and The Bank
of New York as trustee (the trustee for the time being thereof being
herein called the "Note Trustee") and are the subject of a paying agent
and agent bank agreement dated 26 January 2006 (as amended or
supplemented from time to time, the "Issuer Paying Agent and Agent Bank
Agreement") between the Master Issuer, the Principal Paying Agent, the
Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
expression includes any successor registrar appointed from time to time
in connection with the Notes), the Transfer Agent, the US Paying Agent
and the Note Trustee.
2. References to Conditions
References herein to the Issuer Conditions (or to any particular
numbered Condition) shall be to the Issuer Conditions (or that
particular one of them) set out in Schedule 3 to the Issuer Trust Deed
as supplemented and modified by the Final Terms applicable to the Notes
(the "Final Terms"), attached hereto. In the event of any conflict
between the Issuer Conditions and the information in the Final Terms,
the Final Terms will prevail.
3. Registered Holder
This is to certify that:
CITIVIC NOMINEES LTD.
is the person registered in the register maintained by the Registrar in
relation to the Notes (the "Register") as the duly registered holder
(the "Holder") of
[Initial Principal Amount - words and figures]
in aggregate principal amount of the Notes.
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4. Promise to pay
Subject only as provided in this Global Note Certificate and the Issuer
Conditions, the Master Issuer, for value received, promises to pay to
the Holder the principal amount of this Global Note Certificate (being
at the date hereof Initial Principal Amount on the Final Maturity Date
(or on such earlier date as such principal amount may become repayable
in accordance with the Issuer Conditions or the Issuer Trust Deed) and
to pay interest on the principal amount from time to time (as noted in
the records of the common depositary for Euroclear and Clearstream,
Luxembourg of this Global Note Certificate) in arrear on each Note
Payment Date at the rates determined in accordance with the Issuer
Conditions together with such premium and other amounts (if any) as may
be payable, all subject to and in accordance with the Issuer Conditions
and the provisions of the Issuer Trust Deed.
5. Exchange for Individual Note Certificates
This Global Note Certificate will be exchangeable (in whole but not in
part and free of charge to the holder) for duly authenticated and
completed individual note certificates ("Individual Note Certificates")
in substantially the form (subject to completion) set out in Schedule 2
to the Issuer Trust Deed only if (i) both Euroclear and Clearstream,
Luxembourg are closed for a continuous period of 14 days (other than by
reason of a holiday, statutory or otherwise) or announce an intention to
permanently cease business and do so cease to do business and no
alternative clearing system satisfactory to the Note Trustee is
available or (ii) as a result of any amendment to, or change in, the
laws or regulations of the United Kingdom (or of any political
subdivision thereof), or of any authority therein or thereof having
power to tax, or in the interpretation or administration by a revenue
authority or a court or administration of such laws or regulations which
becomes effective on or after the Closing Date (as defined in the Final
Terms), the Master Issuer or any Paying Agent is or will be required to
make any deduction or withholding from any payment in respect of the
Notes which would not be required were the relevant Notes Individual
Note Certificates. Such exchange shall be effected in accordance with
paragraph 6 (Delivery of Individual Note Certificates) below.
6. Delivery of Individual Note Certificates
Whenever this Global Note Certificate is to be exchanged for Individual
Note Certificates, such Individual Note Certificates shall be issued in
an aggregate principal amount equal to the principal amount of this
Global Note Certificate within five business days of the delivery, by or
on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to
the Registrar of such information as is required to complete and deliver
such Individual Note Certificates (including, without limitation, the
names and addresses of the persons in whose names the Individual Note
Certificates are to be registered and the principal amount of each such
person's holding) against the surrender of this Global Note Certificate
at the Specified Office (as defined in the Issuer Conditions) of the
Registrar. Such exchange shall be effected in accordance with the
provisions of the Issuer Paying Agent and Agent Bank Agreement and the
regulations concerning the transfer and registration of Notes scheduled
thereto and, in particular, shall be effected without charge to any
Holder or the Note Trustee, but against such indemnity as the Registrar
may require in respect of any tax or other duty of whatsoever nature
which may be levied or imposed in
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connection with such exchange. In this paragraph, "business day" means a
day on which commercial banks are open for business in the city in which
the Registrar has its Specified Office.
7. Payments
Payments of principal, premium (if any) and interest in respect of Notes
represented by this Global Note Certificate will be made in accordance
with the Issuer Conditions. All payments of any amounts payable and paid
to the Holder of this Global Note Certificate shall be valid and, to the
extent of the sums so paid, effectual to satisfy and discharge the
liability for the monies payable hereon.
8. Conditions apply
Save as otherwise provided herein, the Holder of this Global Note
Certificate shall have the benefit of, and be subject to, the Issuer
Conditions, and, for the purposes of this Global Note Certificate, any
reference in the Issuer Conditions to "Note Certificate" or "Note
Certificates" shall, except where the context otherwise requires, be
construed so as to include this Global Note Certificate.
9. Determination of Entitlement
This Global Note Certificate is evidence of entitlement only and is not
a document of title. Entitlements are determined by the Registrar by
reference to the Register and only the Holder is entitled to payment in
respect of this Global Note Certificate.
10. Authentication
This Global Note Certificate shall not be or become valid for any
purpose unless and until authenticated by or on behalf of Citibank, N.A.
as ▇▇▇▇▇▇▇▇▇.
▇▇. Note Trustee's Powers
In considering the interests of Noteholders in circumstances where this
Global Note Certificate is held on behalf of DTC, Euroclear and/or
Clearstream, Luxembourg, the Note Trustee may, to the extent it
considers it appropriate to do so in the circumstances, (i) have regard
to such information as may have been made available to it by or on
behalf of the relevant clearing system or its operator as to the
identity of its accountholders (either individually or by way of
category) with entitlements in respect of this Global Note Certificate
and (ii) consider such interests on the basis that such accountholders
were the holders of this Global Note Certificate.
12. Definitions
Terms not defined herein have the meaning ascribed to such terms in the
Issuer Conditions.
13. Rights of Third Parties
No person shall have any right under the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇ to enforce any term or condition of this Global Note
Certificate, but this shall not affect any right or remedy which exists
or is available apart from that Act.
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14. Governing law
This Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
IN WITNESS whereof the Master Issuer has caused this Global Note Certificate
to be signed manually or in facsimile by a person duly authorised on its
behalf.
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GRANITE MASTER ISSUER plc
By: ..............................
[manual or facsimile signature]
(duly authorised)
ISSUED in London, England on [ ] 2006.
AUTHENTICATED for and on behalf of
CITIBANK, N.A.
as Registrar without recourse, warranty, or liability
.....................................
[manual signature]
(duly authorised)
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FORM OF TRANSFER
FOR VALUE RECEIVED ...................................................,
being the registered holder of this Global Note Certificate, hereby
transfers to .................................................................
...............................................................................
of ...........................................................................
...............................................................................
[Specified Currency][amount] in principal amount of the [Specified Currency
and Initial Principal Amount] Series [2006-2] Class [A] [B] [M] [C] Notes (the
"Notes") of Granite Master Issuer plc (the "Master Issuer") and irrevocably
requests and authorises Citibank, N.A., in its capacity as Registrar in
relation to the Notes (or any successor to Citibank, N.A., in its capacity as
such) to effect the relevant transfer by means of appropriate entries in the
Register kept by it.
Dated:..............................
By: ..............................
(duly authorised)
Notes
The name of the person by or on whose behalf this form of transfer is signed
must correspond with the name of the registered holder as it appears on the
face of this Global Note Certificate.
(a) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(b) The signature of the person effecting a transfer shall conform to any
list of duly authorised specimen signatures supplied by the registered
holder or be certified by a recognised bank, notary public or in such
other manner as the Registrar may require.
(c) Any transfer of Notes shall be in an amount equal to [Specified
Denomination].
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[Final Terms]
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