Issuer Paying Agent and Agent Bank Agreement (2006)Full Document 

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                             Dated 19 January 2005



                           GRANITE MASTER ISSUER PLC



                                CITIBANK, N.A.
                      (acting through its London Office)
                          as Principal Paying Agent,
                   Agent Bank, Registrar and Transfer Agent



                                CITIBANK, N.A.
                     (acting through its New York Office)
                              as US Paying Agent



                                    - and -

                             THE BANK OF NEW YORK
                      (acting through its London Office)
                  as Note Trustee and Issuer Security Trustee


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                 ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
          (as amended by a Deed of Amendment dated 25 January, 2006)

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                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF:30507-30090/883285





                                   CONTENTS


1.    Definitions and Interpretation.......................................1

2.    Appointment of the Agents............................................2

3.    The Issuer Notes; Authentication.....................................2

4.    Duties of Agents.....................................................4

5.    Exchanges of Global Note Certificates and Delivery of Individual
      Note Certificates....................................................7

6.    Replacement Note Certificates........................................8

7.    Payments to the Paying Agents........................................9

8.    Payments to Noteholders.............................................10

9.    Transfers of Issuer Notes...........................................13

10.   Miscellaneous Duties of the Agents..................................15

11.   Agents to act for Note Trustee......................................18

12.   Fees and Expenses...................................................19

13.   Terms of Appointment................................................20

14.   No Liability for Consequential Loss.................................21

15.   Termination of Appointment..........................................22

16.   Non-Petition and Limited Recourse...................................25

17.   Notices.............................................................26

18.   Third Party Rights..................................................27

19.   Time of the Essence.................................................27

20.   Variation and Waiver................................................27

21.   Execution in Counterparts; Severability.............................27

22.   Governing Law and Jurisdiction; Process Agent; Appropriate Forum....27

23.   Exclusion of Liability..............................................28

SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS................................29
SCHEDULE 2 REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
            REGISTRATION OF THE ISSUER NOTES..............................30


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SCHEDULE 3 FORM OF CALCULATION AGENCY AGREEMENT...........................35

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THIS AGREEMENT is made on 19 January 2005

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)   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 and (4) Transfer Agent;

(3)   CITIBANK, N.A., acting through its office at Agency and Trust, 14th
      Floor, 388 Greenwich Street, New York, N.Y. 10013, U.S.A. in its
      capacity as US Paying Agent; and

(4)   THE BANK OF NEW YORK, acting through its office at 48th Floor, One
      Canada Square, London E14 5AL in its capacity as (1) Note Trustee and
      (2) Issuer Security Trustee.

WHEREAS:

By a resolution of a duly authorised Board of Directors of the Master Issuer
passed on 18 January 2005, the Master Issuer resolved to establish a programme
pursuant to which the Master Issuer may, from time to time, issue Issuer Notes
constituted by the Issuer Trust Deed and secured by the Issuer Deed of Charge.

IT IS AGREED as follows:

1.    Definitions and Interpretation

1.1   The provisions of:

(a)   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

(b)   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) are expressly and
      specifically incorporated into and shall apply to this Agreement.

      The Issuer Master Definitions Schedule specified above shall prevail to
      the extent that it conflicts with the Programme Master Definitions
      Schedule.

1.2   Where the context permits, references in this agreement to an "Issuer
      Note" shall mean, while any Series and Class of Issuer Notes are
      represented by a Global Note Certificate, such Global Note Certificate,
      and while any Series and Class of Issuer Notes are represented by one or
      more Individual Note Certificates, such Individual



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      Note Certificates.

1.3   Where the context permits, references in this agreement to the "Holder"
      of an Issuer Note means the person in whose name such Issuer Note is for
      the time being registered in the Register (or, in the case of a joint
      holding, the first named thereof) and "Noteholder" shall be construed
      accordingly.

2.    Appointment of the Agents

2.1   Appointment: Upon and subject to the terms of this Agreement, the Master
      Issuer and, for the purposes of Clause 11 (Agents to act for Note
      Trustee) only, the Note Trustee hereby appoint, for the purposes
      specified in, and to carry out their respective duties under, this
      Agreement and under the Issuer Conditions on a several but not joint
      basis:

      (a)   the Principal Paying Agent acting through its Specified Office as
            principal paying agent in respect of the Reg S Notes;

      (b)   the US Paying Agent acting through its Specified Office as paying
            agent in the United States in respect of the US Notes;

      (c)   the Agent Bank acting through its Specified Office as agent bank
            for the purpose of determining interest payable in respect of the
            Issuer Notes;

      (d)   the Registrar acting through its Specified Office as registrar for
            the Issuer Notes; and

      (e)   the Transfer Agent acting through its Specified Office as transfer
            agent for the Issuer Notes.

2.2   Obligations of Agents: The obligations of the Agents under this
      Agreement shall be several and not joint.

2.3   Acceptance of appointment by Paying Agents and Agent Bank: Each of the
      Principal Paying Agent, the US Paying Agent and the Agent Bank accepts
      its appointment as agent of the Master Issuer and, for the purpose of
      Clause 11 (Agents to act for Note Trustee) only, the Note Trustee in
      relation to the Issuer Notes and agrees to comply with the provisions of
      this Agreement and to perform its duties under the Issuer Conditions.

2.4   Acceptance of appointment by Registrar and Transfer Agent: Each of the
      Registrar and the Transfer Agent accepts its appointment as agent of the
      Master Issuer and, for the purpose of Clause 11 (Agents to act for Note

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