Execution Version
Exhibit 4.2
Dated 24 September 2003
NORTHERN ROCK PLC
as Seller, Cash Manager, and a Beneficiary
GRANITE FINANCE FUNDING LIMITED
as Funding and a Beneficiary
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
- and -
THE BANK OF NEW YORK
as Security Trustee
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MORTGAGES TRUST DEED
SEVENTH DEED OF AMENDMENT
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SIDLEY XXXXXX XXXXX & XXXX
0 Xxxxxxxxxxxx Xxxxxx
XXXXXX XX0X 8 A W
TELEPHONE 000 0000 0000
FACSIMILE 2020 7626 7937
REF: 30507 - 19/620908
THIS DEED is made on 24 September 2003
BETWEEN:
(1) NORTHERN ROCK PLC (registered number 03273685), a public limited company
incorporated under the laws of England and Wales whose registered office
is at Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX, in its
capacity as Seller, and in its capacity as Cash Manager and in its
capacity as a Beneficiary;
(2) GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
limited company incorporated under the laws of Jersey, but acting out of
its office 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;
(3) GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
limited company incorporated under the laws of Jersey whose registered
office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel
Islands in its capacity as the Mortgages Trustee; and
(4) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at One Canada Square, 00xx Xxxxx, Xxxxxx X00 0XX Xxxxxx
Xxxxxxx, in its capacity as Security Trustee.
WHEREAS:
(A) On 26 March 2001 (the "Initial Closing Date"), the Mortgages Trustee
declared the following trusts in respect of the Trust Property (being on
the Initial Closing Date, the sum of (pound)100 which monies have been
received by, are presently beneficially owned by and are held by the
Mortgages Trustee or to its order).
(B) On the Initial Closing Date, the Mortgages Trustee (acting as principal
and not as agent of any party) agreed, in accordance with the Mortgages
Trust Deed dated 26 March 2001 among the parties hereto (the "Mortgages
Trust Deed") to hold the Trust Property as bare trustee for Funding and
the Seller (each a Beneficiary and together, the "Beneficiaries") upon,
with and subject to the trusts, powers and provisions of the Mortgages
Trust Deed. The Mortgages Trustee receives amounts arising from the
Trust Property and distributes such amounts for the benefit of the
Beneficiaries of the Mortgages Trust. It delegates certain tasks in
relation to the Mortgages Trust to the Administrator and the Cash
Manager.
(C) The Seller carries on the business of, inter alia, originating
residential first mortgage loans to individual Borrowers in England and
Wales and of managing and administering such mortgage loans. The Seller
has assigned and intends to assign from time to time portfolios of such
mortgage loans to the Mortgages Trustee pursuant to the Mortgage Sale
Agreement entered into on the Initial Closing Date, which mortgage loans
shall be held by the Mortgages Trustee as bare trustee for the
Beneficiaries upon, with and subject to the trusts, powers and
provisions of the Mortgages Trust Deed.
(D) The parties have agreed to amend and restate the Mortgages Trust Deed
(the "First Amended and Restated Mortgages Trust Deed") 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 Mortgages Trust Deed (the "Second Amended and Restated
Mortgages Trust Deed") pursuant to the provisions set out in a deed of
amendment and restatement dated 28 September 2001 (the "Second Deed of
Amendment and Restatement").
(F) The parties have agreed to amend and restate the Second Amended and
Restated Mortgages Trust Deed (the "Third Amended and Restated Mortgages
Trust Deed") pursuant to the provisions set out in a deed of amendment
and restatement dated 20 March 2002 (the "Third Deed of Amendment and
Restatement").
(G) The parties have agreed to amend and restate the Third Amended Mortgages
Trust Deed (the "Fourth Amended Mortgages Trust Deed") pursuant to the
provisions set out in a deed of amendment and restatement dated 23
September 2002 (the "Fourth Deed of Amendment and Restatement").
(H) The parties have agreed to amend and restate the Fourth Amended
Mortgages Trust Deed (the "Fifth Amended Mortgages Trust Deed") pursuant
to the provisions set out in a deed of amendment and restatement dated
27 January 2003 (the "Fifth Deed of Amendment and Restatement").
(I) The parties have agreed to amend and restate the Fifth Amended Mortgages
Trust Deed (the "Sixth Amended Mortgages Trust Deed") pursuant to the
provisions set out in a deed of amendment and restatement dated 21 May
2003 (the "Sixth Deed of Amendment and Restatement").
(J) The parties now wish to amend and restate the Sixth Amended and Restated
Mortgages Trust Deed.
(K) With effect from the date hereof, the provisions of the Mortgages Trust
Deed, the First Amended and Restated Mortgages Trust Deed, the Second
Amended and Restated Mortgages Trust Deed, the Third Amended and
Restated Mortgages Trust Deed, the Fourth Amended and Restated Mortgages
Trust Deed, the Fifth Amended and Restated Mortgages Trust Deed, the
Sixth Amended and Restated Mortgages Trust Deed and this Deed shall be
read and construed as one document.
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 Sixth Amendment Deed made on 24 September 2003 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
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hereto) are expressly and specifically incorporated into and shall apply
to this Deed.
1.2 The Mortgages Trust Deed 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, the Fourth
Deed of Amendment and Restatement, the Fifth Deed of Amendment and
Restatement, the Sixth Deed of Amendment and Restatement and pursuant
hereto shall be referred to herein as the "Amended and Restated
Mortgages Trust Deed".
1.3 As used in the Amended and Restated Mortgages Trust Deed the terms
"Mortgages Trust Deed", "this Mortgages Trust Deed", "Trust Deed", "this
Trust Deed", "Deed", "this Deed", "herein", "hereinafter", "hereof",
"hereto" and other words of similar import shall mean or refer to the
Amended and Restated Mortgages Trust Deed, unless the context otherwise
specifically requires.
2. AMENDMENTS TO THE SIXTH AMENDED AND RESTATED MORTGAGES TRUST DEED
Upon execution of this Deed by the parties hereto, the Sixth Amended and
Restated Mortgages Trust Deed 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 Mortgages Trust Deed under the
Contract (Rights of Third Parties) Xxx 0000 but this shall not affect
any right or remedy of a third party which exists apart from that Act.
4. Security Trustee
The Security Trustee, for the purposes of Clause 15.2 (Negative
Covenants) of the Funding Deed of Charge, hereby consents to the
amendments to the Sixth Amended and Restated Mortgages Trust Deed and is
party to this Deed solely for the purposes of providing such consent.
5. 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.
6. GOVERNING LAW
6.1 This Deed is governed by, and shall be construed in accordance with,
English law.
6.2 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 and delivered by the
parties hereto on the day and year first above written.
Executed by
NORTHERN ROCK PLC
as its deed 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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Signature
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Witness
Full name
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Occupation Solicitor
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Address c/o Sidley Xxxxxx Xxxxx & Xxxx
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0 Xxxxxxxxxxxx Xxxxxx
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Xxxxxx XX0X 0XX
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Executed by
GRANITE FINANCE FUNDING LIMITED
as its deed as follows:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary By
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Director
Name
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By
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Director/Secretary
Name
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Executed by
GRANITE FINANCE TRUSTEES LIMITED
as its deed as follows:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary By
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Director
Name
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By
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Director/Secretary
Name
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Executed by
THE BANK OF NEW YORK
as its deed 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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Appendix I
Amended and Restated Mortgages Trust Deed
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