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 | 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (198K)
Doc #2643554: Click preview link for longer preview.
EXECUTION VERSION
AGREEMENT AND PLAN OF MERGER
by and among
ACTELION US HOLDING COMPANY
CURL ACQUISITION SUBSIDIARY, INC.
a wholly owned subsidiary of Actelion US Holding Company
and
COTHERIX, INC.
Dated as of November 19, 2006
TABLE OF DEFINED TERMS
Term
Reference in
Agreement
401(k) Plans
Section 8.9(c)
Acceptance Time
Section 1.4(a)
Acquisition Proposal
Section 8.2(a)
Action
Section 6.11
Adjusted Outstanding Shares
. . .
2643554
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Citibank
As referenced in this Agreement and Plan of Merger:
Citibank N.A. – which are not paid when due shall bear interest from the due date to the payment date at a rate per annum equal to 2% above the prime rate of Citibank N.A. in effect on the date such amounts were due.
47
ARTICLE XI
Miscellaneous and General
11.1 Non-Survival of Representations and Warranties and Agreements. None of the representations
_____________
dt 1675875
;
|
 CIBC World
As referenced in this Agreement and Plan of Merger:
CIBC World Markets Corp. – similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement.
(c) The Company Board has received the opinion of the Companys financial advisor, CIBC World Markets Corp. (the Financial Advisor), to the effect that, as of the date of such opinion and subject to the matters set forth therein, the consideration to be received in the
_____________
dt 1646810
;
 Bingham
As referenced in this Agreement and Plan of Merger:
Bingham McCutchen – US Holding Company
5000 Shoreline Court
Suite 200
South San Francisco, Califonia 94080
Attention:
President, General Counsel
Facsimile:
(650) 589-1501
with a copy, which will not constitute notice, to:
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, CA 94303-2212
Attention:
Bart Deamer
Facsimile:
(650) 849-4800
If to the Company:
CoTherix, Inc.
2000 Sierra Point Parkway, 6th Floor
_____________
dt 1653721
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| 2006 |
Change in Control Severance Agreement
Change in Control Severance Agreement (42K)
Doc #2643555: Click preview link for longer preview.
COTHERIX, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this �Agreement�) is made and entered into by and between CoTherix, Inc., a Delaware corporation (the �Company�), and Donald J. Santel (the �Executive�).
RECITALS
A. The Board of Directors of the Company has approved the Company entering into a severance agreement with the Executive.
B. The Executive is a key executive of the Company.
C. Should the possibility of a Change in Control of the Company arise, the Board believes it is imperative that the Company and the Board be able to rely . . .
2643555
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Change in Control Severance Agreement
Change in Control Severance Agreement (42K)
Doc #2643556: Click preview link for longer preview.
COTHERIX, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this �Agreement�) is made and entered into by and between CoTherix, Inc., a Delaware corporation (the �Company�), and (the �Executive�).
RECITALS
A. The Board of Directors of the Company has approved the Company entering into a severance agreement with the Executive.
B. The Executive is a key executive of the Company.
C. Should the possibility of a Change in Control . . .
2643556
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| 2006 |
Corporate Services Agreement
Corporate Services Agreement (39K)
Doc #2337671: Click preview link for longer preview.
Execution Version
Dated 19 January 2005
GRANITE MASTER ISSUER PLC
as Master Issuer
GRANITE FINANCE FUNDING 2 LIMITED
as Funding 2
LAW DEBENTURE CORPORATE SERVICES LIMITED
as Corporate Services Provider
NORTHERN ROCK PLC
as Originator
. . .
2337671
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Allen & Overy
As referenced in this Corporate Services Agreement:
Allen & Overy – IS HEREBY AGREED AS FOLLOWS:
1. Definitions and Interpretation
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
_____________
Allen & Overy – 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,
1
{PAGE}
(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties
_____________
dt 1565002
|
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| 2006 |
Indemnification Agreement
Indemnification Agreement (42K)
Doc #2617877: Click preview link for longer preview.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement, dated as of November 13, 2006, is made by and between COLLEGIATE PACIFIC INC., a Delaware corporation (the �Company�), and Terrence M. Babilla, a director, officer or key employee of the Company or one of the Company�s Subsidiaries (the �Indemnitee�).
The following recitals are true and constitute the basis for this Indemnification Agreement:
A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of . . .
2617877
| |
Collegiate Pacific Inc.
As referenced in this Indemnification Agreement:
COLLEGIATE PACIFIC INC – exv10w3
EX-10.3 5 d41271exv10w3.htm INDEMNIFICATION AGREEMENT
Exhibit 10.3
INDEMNIFICATION AGREEMENT
This Indemnification Agreement, dated as of November 13, 2006, is made by and between COLLEGIATE PACIFIC INC ., a Delaware corporation (the Company), and Terrence M. Babilla, a director, officer or key employee of the Company or one of the Companys Subsidiaries (the Indemnitee).
The following recitals
_____________
COLLEGIATE PACIFIC INC – otherwise applicable to any such cause of action, such shorter period will govern.
The parties hereto have entered into this Indemnification Agreement effective as of the date first above written.
COLLEGIATE PACIFIC INC .
By:
/s/ Adam Blumenfeld
Adam Blumenfeld, Chief Executive Officer
Address:
1901 Diplomat Drive
Dallas, TX 75234
INDEMNITEE:
By:
/s/ Terrence M. Babilla
Address:
P.O. Box 2563
Dallas, TX
_____________
dt 1628309
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| 2006 |
Issuer Paying Agent and Agent Bank Agreement
Issuer Paying Agent and Agent Bank Agreement (144K)
Doc #2337645: Click preview link for longer preview.
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 . . .
2337645
|
Citibank
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
CITIBANK, N.A. – {DOCUMENT}
{TYPE}EX-4.7
{SEQUENCE}14
{FILENAME}efc6-0727_exh47.txt
{TEXT}
Exhibit 4.7
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 -
_____________
CITIBANK, N.A. – TEXT}
Exhibit 4.7
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
---------------------------------------------------------------------
ISSUER
_____________
CITIBANK, N.A. – 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)
_____________
CITIBANK, N.A. – 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
(
_____________
Citibank N.A. – per annum specified by the Paying
Agents as reflecting its cost of funds for the time being in relation to
the unpaid amount.
8.6 The Registrar shall pay to Citibank N.A. (in this capacity, the
"Exchange Agent"), and the Exchange Agent shall receive, all payments
made under any Global Note Certificate registered in the name of the DTC
Custodian or
_____________
dt 1481705
;
BNY
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
BANK OF NEW YORK
– 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
---------------------------------------------------------------------
ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
(as amended by a Deed of Amendment dated 25 January,
_____________
BANK OF NEW YORK, – 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
_____________
Bank of New York – Tyne NE3 4PL (facsimile number 0191 213 2203) for
the attention of the Group Secretary;
(b) in the case of the Note Trustee or the Issuer Security Trustee, to
The Bank of New York (London Branch) at 48th Floor, One Canada
Square, London E14 5AL (facsimile number 020 7964 6061/6399) for
the attention of: Global Structured Products Unit (Corporate
Trust);
26
{PAGE}
(
_____________
BANK OF NEW YORK
– AFTER THE DATE HEREOF BY ANY AMENDMENT OF THE APPLICABLE
REGULATIONS."
34
{PAGE}
SCHEDULE 3
FORM OF CALCULATION AGENCY AGREEMENT
Dated [o]
GRANITE MASTER ISSUER PLC
as Master Issuer
THE BANK OF NEW YORK
as Note Trustee
and
[o]
as Calculation Agent
---------------------------------------------------------------------
CALCULATION AGENCY AGREEMENT
---------------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020
_____________
BANK OF NEW YORK – 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
(the "Master Issuer");
(2) THE BANK OF NEW YORK acting through its office at 48th Floor, One Canada
Square, London, E14 5AL (acting in its capacity as note trustee, the
"Note Trustee"); and
(3) [o] of [o] (the "Calculation
_____________
dt 1659689
;
|
Cede
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
Cede & Co. – for, and shall be
deposited on or about the relevant Closing Date
3
{PAGE}
with; the Common Depositary. The US Global Note Certificates shall be
registered in the name of Cede & Co. as nominee of DTC, and shall be
deposited on or about the relevant Closing Date with the DTC Custodian.
The Master Issuer shall also arrange, on written request, for
_____________
dt 1632070
;
Allen & Overy
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
Allen & Overy – 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
_____________
Allen & Overy – 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
_____________
dt 1565001
|
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Issuer Paying Agent and Agent Bank Agreement
Issuer Paying Agent and Agent Bank Agreement (143K)
Doc #2337712: Click preview link for longer preview.
Dated [o] January 2005
----------------------
GRANITE MASTER ISSUER PLC
CITIBANK, N.A.
as Principal Paying Agent,
Agent Bank, Registrar and Transfer Agent
CITIBANK, N.A. (NEW YORK BRANCH)
as US Paying Agent
- and -
THE BANK OF NEW YORK
as Note Trustee and Issuer Security . . .
2337712
|
Citibank
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
CITIBANK, N.A. – {DOCUMENT}
{TYPE}EX-4.7
{SEQUENCE}13
{FILENAME}efc4-2190_exhibit47.txt
{TEXT}
Exhibit 4.7
Dated [o] January 2005
----------------------
GRANITE MASTER ISSUER PLC
CITIBANK, N.A.
as Principal Paying Agent,
Agent Bank, Registrar and Transfer Agent
CITIBANK, N.A. (NEW YORK BRANCH)
as US Paying Agent
- and -
THE BANK OF NEW YORK
as Note Trustee
_____________
CITIBANK, N.A. – 13
{FILENAME}efc4-2190_exhibit47.txt
{TEXT}
Exhibit 4.7
Dated [o] January 2005
----------------------
GRANITE MASTER ISSUER PLC
CITIBANK, N.A.
as Principal Paying Agent,
Agent Bank, Registrar and Transfer Agent
CITIBANK, N.A. (NEW YORK BRANCH)
as US Paying Agent
- and -
THE BANK OF NEW YORK
as Note Trustee and Issuer Security Trustee
---------------------------------------------------------------------
ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
---------------------------------------------------------------------
SIDLEY AUSTIN
_____________
CITIBANK, N.A. – number 5250668), a public
limited company incorporated under the laws of England and Wales whose
registered office is Fifth Floor, 100 Wood Street, London EC2V 7EX as
Master Issuer;
(2) CITIBANK, N.A. , acting through its office at 5 Carmelite Street,
London EC4Y 0PA in its capacity as (1) Principal Paying Agent (2)
Agent Bank (3) Registrar and (4) Transfer Agent;
(3)
_____________
CITIBANK, N.A. – A., acting through its office at 5 Carmelite Street,
London EC4Y 0PA 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, 388
Greenwich Street, New York, N.Y. 10013, U.S.A. in its capacity as US
Paying Agent; and
(4) THE
_____________
Citibank, N.A. – hands of the duly authorised representatives of the parties
hereto the day and year first before written.
27
{PAGE}
SCHEDULE 1
SPECIFIED OFFICES OF THE AGENTS
The Principal Paying Agent
Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA
The US Paying Agent
Citibank, N.A.
Agency and Trust
14th Floor, 388 Greenwich Street
New York N.Y. 10013
U.S.A.
_____________
dt 1481707
;
BNY
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
BANK OF NEW YORK
– 2005
----------------------
GRANITE MASTER ISSUER PLC
CITIBANK, N.A.
as Principal Paying Agent,
Agent Bank, Registrar and Transfer Agent
CITIBANK, N.A. (NEW YORK BRANCH)
as US Paying Agent
- and -
THE BANK OF NEW YORK
as Note Trustee and Issuer Security Trustee
---------------------------------------------------------------------
ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
---------------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360
_____________
BANK OF NEW YORK, – A., acting through its office at Agency and Trust, 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
_____________
Bank of New York – Tyne NE3 4PL (facsimile number 0191 213 2203) for
the attention of the Group Secretary;
(b) in the case of the Note Trustee or the Issuer Security Trustee,
to The Bank of New York (London Branch) at 48th Floor, One Canada
Square, London E14 5A1 (facsimile number 020 7964 6061/6399) for
the attention of: Global Structured Products Unit (Corporate
Trust);
(c) in
_____________
BANK OF NEW YORK
– be made in accordance with the legends relating to DTC set forth
thereon.
32
{PAGE}
{PAGE}
SCHEDULE 3
FORM OF CALCULATION AGENCY AGREEMENT
Dated [o]
---------
GRANITE MASTER ISSUER PLC
THE BANK OF NEW YORK
as Note Trustee
and
[o]
as Calculation Agent
------------------------------------------------------------------------------
CALCULATION AGENCY AGREEMENT
------------------------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020
_____________
BANK OF NEW YORK – 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
(the "Master Issuer");
(2) THE BANK OF NEW YORK acting through its office at 48th Floor, One
Canada Square, London, E14 5A1 (acting in its capacity as note
trustee, the "Note Trustee"); and
(3) [o] of [o] (the "Calculation
_____________
dt 1659694
;
|
Cede
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
Cede & Co. – as nominee for, and shall be deposited on or
about the relevant Closing Date with, the Common Depositary. The US
Global Note Certificates shall be registered in the name of Cede & Co.
as nominee of DTC, and shall be deposited on or about the relevant
Closing Date with, the DTC Custodian.
3
{PAGE}
The Master Issuer shall also arrange, on written
_____________
dt 1632072
;
Allen & Overy
As referenced in this Issuer Paying Agent and Agent Bank Agreement:
Allen & Overy – 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 [o] 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 [o]
_____________
Allen & Overy – Austin Brown & Wood and Allen & Overy
LLP on [o] 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 [o] 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
_____________
dt 1565004
|
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| 2007 |
Mortgage Sale Agreement
Mortgage Sale Agreement (267K)
Doc #2896969: Click preview link for longer preview.
Execution Version
Dated 26 March, 2001
NORTHERN ROCK PLC
as Seller and a Beneficiary
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
GRANITE FINANCE FUNDING LIMITED
as Beneficiary
GRANITE FINANCE FUNDING 2 LIMITED
as Beneficiary
- and - . . .
2896969
| |
BNY
As referenced in this Mortgage Sale Agreement:
BANK OF NEW YORK
– NORTHERN ROCK PLC
as Seller and a Beneficiary
GRANITE FINANCE TRUSTEES LIMITED
as Mortgages Trustee
GRANITE FINANCE FUNDING LIMITED
as Beneficiary
GRANITE FINANCE FUNDING 2 LIMITED
as Beneficiary
- and -
THE BANK OF NEW YORK
as Security Trustee and Funding 2 Security Trustee
----------------------------------------------------------------------------
TWELFTH AMENDED
MORTGAGE SALE AGREEMENT
----------------------------------------------------------------------------
SIDLEY AUSTIN
-------------
SIDLEY
{PAGE}
CONTENTS
1. Definitions and Construction.........................................1
2. Sale and Purchase of Initial
_____________
BANK OF NEW YORK – incorporated under the laws of England and Wales, whose
registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX in
its capacity as a Beneficiary; and
(5) THE BANK OF NEW YORK a New York banking corporation whose London branch
address is at 40th Floor, One Canada Square, London E14 5AL in its
capacity as (1) Security Trustee and (2) as Funding
_____________
Bank of New York – Floor, 68 King William Street, London EC4N 7DZ, (facsimile number
020 8409 8911) for the attention of the Company Secretary;
(d) in the case of the Security Trustee, to The Bank of New York (London
Branch), at One Canada Square, 40th Floor, London E14 5AL (facsimile
number 020 7964 6399) for the attention of Corporate Trust (Global
Structured Finance);
(e) in the case
_____________
Bank of New
York, – the attention of the Company Secretary (with a copy
to the Seller in accordance with (a) above); and
(f) in the case of the Funding 2 Security Trustee, to The Bank of New
York, 40th Floor, One Canada Square, London E14 5AL (facsimile
number 020 7964 6399), for the attention of Global Structured
Finance (Corporate Trust);
or to such other address or facsimile
_____________
BANK OF NEW YORK – behalf of )
GRANITE FINANCE FUNDING LIMITED )
by )
-------------------------
Name:
as Beneficiary
EXECUTED by )
GRANITE FINANCE FUNDING 2 LIMITED )
by )
-------------------------
Name:
as Security Trustee and Funding 2 Security Trustee
EXECUTED by )
THE BANK OF NEW YORK )
by )
-------------------------
Name:
34
{PAGE}
SCHEDULE 1
REPRESENTATIONS AND WARRANTIES
Part 1
1. The particulars of each Mortgage Loan and its related Mortgage in the
Initial Mortgage Portfolio set out
_____________
dt 1728371
|
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Securities Conversion Agreement
Securities Conversion Agreement (14K)
Doc #3179957: This document is immediately available for purchase, but does not have a preview available for viewing.
3179957
| | |
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Supplemental Issuer Trust Deed [No. 6]
Supplemental Issuer Trust Deed [No. 6] (46K)
Doc #2337620: Click preview link for longer preview.
EXECUTION VERSION
Dated 24 May, 2006
GRANITE MASTER ISSUER PLC
as Master Issuer
- and -
THE BANK OF NEW YORK
as Note Trustee
----------------------------------------------------------------
SIXTH SUPPLEMENTAL ISSUER TRUST DEED
--------------------------- . . .
2337620
| | |
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Underwriting Agreement
Underwriting Agreement (217K)
Doc #2337617: Click preview link for longer preview.
UNDERWRITING AGREEMENT
dated May 18, 2006
GRANITE MASTER ISSUER PLC
and
NORTHERN ROCK PLC
and
GRANITE FINANCE FUNDING 2 LIMITED
and
GRANITE FINANCE TRUSTEES LIMITED
and
BARCLAYS CAPITAL INC.
. . .
2337617
|
Citibank
As referenced in this Underwriting Agreement:
Citibank, N.A. – or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities as
the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in its
separate capacities as the Principal Paying Agent, the US Paying Agent,
the Registrar, the Transfer Agent, an Issuer Account Bank and the Agent
Bank), NRPLC (in its
_____________
Citibank N.A. – Agent Bank Agreement. The
global note certificates representing the US Notes (the "Dollar Global
Note Certificates") will be deposited on behalf of the beneficial owners
of the US Notes with Citibank N.A. in New York, as custodian for, and
registered in the name of Cede & Co. as nominee of, The Depository Trust
Company ("DTC").
(H) The Master Issuer will use an
_____________
Citibank N.A. – Global Note Certificate for each of the US Notes duly executed
on behalf of the Master Issuer and authenticated in accordance with the
Paying Agent and Agent Bank Agreement to Citibank N.A. , as custodian for
DTC.
Against delivery of the US Notes (i) the Underwriters will pay to the Lead
Underwriters the gross underwriting proceeds for the US Notes and (ii)
_____________
dt 1481704
;
McGraw-Hill Companies
As referenced in this Underwriting Agreement:
McGraw-Hill Companies,
Inc – and the Series 2006-2 Class M2 Notes
and a BBB rating for the Series 2006-2 Class C1 Notes by Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc . ("Standard & Poor's").
(p) Legal Agreements
Prior to closing on the Closing Date none of NRPLC, the Master
Issuer, Funding 2 or the Mortgages Trustee will amend the terms
_____________
dt 1520726
;
|
ISDA
As referenced in this Underwriting Agreement:
ISDA – a corporate services agreement (the "Corporate
Services Agreement") with, inter alios, Law Debenture Corporate Services
Limited as corporate services provider to Funding 2 and the Master Issuer;
and (5) an ISDA Master Agreement including the Schedule thereto and
confirmations thereunder in the respect of the Funding 2 (mortgage rates)
basis rate swap and Funding 2 (LIBOR rate) basis rate swap
_____________
ISDA – class of the Notes; (2) a start-up loan tranche
supplement with the Start-up Loan Provider and the Issuer Security Trustee
(the "Start-Up Loan Tranche Supplement"); (3) an ISDA Master Agreement,
including the Schedule thereto and confirmations thereunder in respect of
Dollar/Sterling currency swaps with the relevant Issuer Swap Provider(s)
and the Note Trustee (the "Dollar
_____________
ISDA – thereto and confirmations thereunder in respect of
Dollar/Sterling currency swaps with the relevant Issuer Swap Provider(s)
and the Note Trustee (the "Dollar Currency Swap Agreements"); and (4) an
ISDA Master Agreement, including the Schedule thereto and confirmations
thereunder in respect of Euro/Sterling currency swaps with the relevant
Issuer Swap Provider(s) and the Note Trustee (the "Euro
_____________
dt 1604117
;
BNY
As referenced in this Underwriting Agreement:
Bank of New York, – a supplemental trust deed to the Issuer Trust Deed (the "Supplemental
Issuer Trust Deed") to be entered into on or before the Closing Date
between the Master Issuer and The Bank of New York, London Branch as
trustee for the Noteholders (the "Note Trustee").
(E) The Notes (together with the Master Issuer's obligations to its other
creditors) will be secured by the
_____________
Bank of New York – of security dated the
Programme Date, which includes any deed of accession entered into in
connection therewith or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities as
the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in its
separate capacities as the Principal Paying Agent, the US Paying Agent,
_____________
Bank of New York, – 2 pursuant to the terms of the global intercompany loan
agreement entered into on or before the Programme Date among the Master
Issuer, Funding 2, the Agent Bank and The Bank of New York, London Branch
in its capacity as security trustee (the "Funding 2 Security Trustee")
(the "Global Intercompany Loan Agreement" and each loan tranche made
thereunder, a "Loan Tranche"). Reference to
_____________
dt 1659688
;
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| 2004 |
Underwriting Agreement
Underwriting Agreement (187K)
Doc #2337701: Click preview link for longer preview.
UNDERWRITING AGREEMENT
DATED January [ ], 2005
GRANITE MASTER ISSUER PLC
And
NORTHERN ROCK PLC
And
GRANITE FINANCE FUNDING 2 LIMITED
And
GRANITE FINANCE TRUSTEES LIMITED
And
[ ]
. . .
2337701
|
Citibank
As referenced in this Underwriting Agreement:
Citibank,
N.A. – and assignment by way of security (the
"Issuer Deed of Charge") to be entered into on or before the Closing
Date by the Issuer, the Note Trustee, the Security Trustee, Citibank,
N.A. (in its separate capacities as the Principal Paying Agent, the
US Paying Agent, the Registrar, the Transfer Agent and the Agent
Bank, NRPLC in its separate capacities as the
_____________
Citibank
N.A. – Agent
Bank Agreement. The global note certificates representing the Dollar
Notes (the "Dollar Global Note Certificates") will be deposited on
behalf of the beneficial owners of the Dollar Notes with Citibank
N.A. in New York, as custodian for, and registered in the name of
Cede & Co. as nominee of, The Depository Trust Company ("DTC").
(G) The Issuer will use an amount
_____________
Citibank N.A. – Global Note Certificate
for each of the Series [ ] Class [ ] Notes duly executed on behalf of
the Issuer and authenticated in accordance with the Paying Agent and
Agent Bank Agreement, to Citibank N.A. , as custodian for DTC.
Against delivery of the Dollar Notes (i) the Underwriters will pay to
the Lead Underwriters the gross underwriting proceeds for the Dollar
Notes and (ii)
_____________
dt 1481706
;
McGraw-Hill Companies
As referenced in this Underwriting Agreement:
McGraw-Hill Companies, Inc – the Series [ ] Class [ ] Notes by Moody's Investors
Services Limited ("Moody's") and an [ ] rating for the
Series [ ] Class [ ] Notes by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc .
("Standard & Poor's");
-------------------------------------------------------------------------
{PAGE}
28
-------------------------------------------------------------------------
(p) Legal Agreements
Prior to closing on the Closing Date none of NRPLC, the
Issuer, Funding 2 or the Mortgages Trustee will amend the
_____________
dt 1520729
;
|
ISDA
As referenced in this Underwriting Agreement:
ISDA – corporate services provider to Funding
2; (5) a start-up loan agreement with the Start-up Loan Provider and
the Security Trustee (the "Start-Up Loan Agreement"); and (6) an ISDA
Master Agreement including the Schedule thereto and confirmations
thereunder in the respect of the Funding 2 (mortgage rates) basis
rate swap and Funding 2 (LIBOR rate) basis rate swap
_____________
ISDA – option agreement (the "Post-Enforcement Call
Option Agreement") between the Issuer, the Note Trustee, the
Registrar, the Transfer Agent and GPCH Limited; (6) the Start-Up Loan
Agreement; (7) an ISDA Master Agreement, including the Schedule
thereto and confirmations thereunder in respect of Dollar/Sterling
currency swaps between the Issuer, the Dollar Currency Swap Provider
and the Note Trustee (the "
_____________
ISDA – and confirmations thereunder in respect of Dollar/Sterling
currency swaps between the Issuer, the Dollar Currency Swap Provider
and the Note Trustee (the "Dollar Currency Swap Agreements"); and (8)
an ISDA Master Agreement, including the Schedule thereto and
confirmations thereunder in respect of Euro/Sterling currency swaps
between the Issuer, the Euro Currency Swap Provider and the Note
Trustee (the "
_____________
dt 1604118
;
BNY
As referenced in this Underwriting Agreement:
Bank of New
York, – issued subject to and have the
benefit of a trust deed (the "Issuer Trust Deed") to be entered into
on or before the Closing Date between the Issuer and The Bank of New
York, London Branch as trustee for the Noteholders (the "Note
Trustee").
-------------------------------------------------------------------------
{PAGE}
2
-------------------------------------------------------------------------
(D) The Notes (together with the Issuer's obligations to its other
creditors) will be secured by
_____________
Bank
of New York, – pursuant to the terms of the global
intercompany loan agreement to be entered into on or before the
Closing Date among the Issuer, Funding 2, the Agent Bank and The Bank
of New York, London Branch in its capacity as security trustee (the
"Security Trustee") (the "Global Intercompany Loan Agreement" and
each loan tranche made thereunder, a "Loan Tranche"). Reference to
the Global
_____________
dt 1659693
;
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| 2006 |
Underwriting Agreement
Underwriting Agreement (220K)
Doc #2519983: Click preview link for longer preview.
UNDERWRITING AGREEMENT
dated September 15, 2006
GRANITE MASTER ISSUER PLC
and
NORTHERN ROCK PLC
and
GRANITE FINANCE FUNDING 2 LIMITED
and
GRANITE FINANCE TRUSTEES LIMITED
and
CITIGROUP GLOBAL MARKETS LIMITED
. . .
2519983
|
Citibank
As referenced in this Underwriting Agreement:
Citibank, N.A. – or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities
as the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in
its separate capacities as the Principal Paying Agent, the US Paying
Agent, the Registrar, the Transfer Agent, an Issuer Account Bank and the
Agent Bank), NRPLC (in its
_____________
Citibank N.A. – Agent Bank Agreement. The
global note certificates representing the US Notes (the "Dollar Global
Note Certificates") will be deposited on behalf of the beneficial owners
of the US Notes with Citibank N.A. in New York, as custodian for, and
registered in the name of Cede & Co. as nominee of, The Depository Trust
Company ("DTC").
(H) The Master Issuer will use an
_____________
Citibank
N.A. – Global Note Certificate for each of the US
Notes duly executed on behalf of the Master Issuer and authenticated in
accordance with the Paying Agent and Agent Bank Agreement to Citibank
N.A. , as custodian for DTC.
Against delivery of the US Notes (i) the Underwriters will pay to the
Lead Underwriters the gross underwriting proceeds for the US Notes and
(ii)
_____________
dt 1616614
;
McGraw-Hill Companies
As referenced in this Underwriting Agreement:
McGraw-Hill Companies, Inc – and the
Series 2006-3 Class M2 Notes and a BBB rating for the Series
2006-3 Class C2 Notes by Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc . ("Standard & Poor's").
(p) Legal Agreements
Prior to closing on the Closing Date none of NRPLC, the Master
Issuer, Funding 2 or the Mortgages Trustee will amend the terms
_____________
dt 1624329
;
|
ISDA
As referenced in this Underwriting Agreement:
ISDA – a corporate services agreement
(the "Corporate Services Agreement") with, inter alios, Law Debenture
Corporate Services Limited as corporate services provider to Funding 2
and the Master Issuer; and (5) an ISDA Master Agreement including the
Schedule thereto and confirmations thereunder in the respect of the
Funding 2 (mortgage rates) basis rate swap and Funding 2 (LIBOR rate)
basis rate swap
_____________
ISDA – class of the Notes; (2) a start-up loan tranche
supplement with the Start-up Loan Provider and the Issuer Security
Trustee (the "Start-Up Loan Tranche Supplement"); (3) an ISDA Master
Agreement, including the Schedule thereto and confirmations thereunder
in respect of Dollar/Sterling currency swaps with the relevant Issuer
Swap Provider(s) and the Note Trustee (the "Dollar
_____________
ISDA – thereto and confirmations thereunder
in respect of Dollar/Sterling currency swaps with the relevant Issuer
Swap Provider(s) and the Note Trustee (the "Dollar Currency Swap
Agreements"); and (4) an ISDA Master Agreement, including the Schedule
thereto and confirmations thereunder in respect of Euro/Sterling
currency swaps with the relevant Issuer Swap Provider(s) and the Note
Trustee (the "Euro
_____________
dt 1604340
;
BNY
As referenced in this Underwriting Agreement:
Bank of New York, – a supplemental trust deed to the Issuer Trust Deed (the "Supplemental
Issuer Trust Deed") to be entered into on or before the Closing Date
between the Master Issuer and The Bank of New York, London Branch as
trustee for the Noteholders (the "Note Trustee").
(E) The Notes (together with the Master Issuer's obligations to its other
creditors) will be secured by the
_____________
Bank of New York – of security dated the
Programme Date, which includes any deed of accession entered into in
connection therewith or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities
as the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in
its separate capacities as the Principal Paying Agent, the US Paying
Agent,
_____________
Bank of New York, – 2 pursuant to the terms of the global intercompany
loan agreement entered into on or before the Programme Date among the
Master Issuer, Funding 2, the Agent Bank and The Bank of New York,
London Branch in its capacity as security trustee (the "Funding 2
Security Trustee") (the "Global Intercompany Loan Agreement" and each
loan tranche made thereunder, a "Loan Tranche"). Reference to
_____________
dt 1693405
;
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| 2006 |
Underwriting Agreement
Underwriting Agreement (230K)
Doc #2652808: Click preview link for longer preview.
UNDERWRITING AGREEMENT
dated November 24, 2006
GRANITE MASTER ISSUER PLC
and
NORTHERN ROCK PLC
and
GRANITE FINANCE FUNDING 2 LIMITED
and
GRANITE FINANCE TRUSTEES LIMITED
and
DEUTSCHE BANK SECURITIES INC.
. . .
2652808
|
Citibank
As referenced in this Underwriting Agreement:
Citibank, N.A. – or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities as
the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in its
separate capacities as the Principal Paying Agent, the US Paying Agent,
the Registrar, the Transfer Agent, an Issuer Account Bank and the Agent
Bank), NRPLC (in its
_____________
Citibank N.A. – Agent Bank Agreement. The
global note certificates representing the US Notes (the "Dollar Global
Note Certificates") will be deposited on behalf of the beneficial owners
of the US Notes with Citibank N.A. in New York, as custodian for, and
registered in the name of Cede & Co. as nominee of, The Depository Trust
Company ("DTC").
(H) The Master Issuer will use an
_____________
Citibank
N.A. – Global Note Certificate for each of the US
Notes duly executed on behalf of the Master Issuer and authenticated in
accordance with the Paying Agent and Agent Bank Agreement to Citibank
N.A. , as custodian for DTC.
Against delivery of the US Notes (i) the Underwriters will pay to the
Lead Underwriters the gross underwriting proceeds for the US Notes and
(ii)
_____________
dt 1675903
;
McGraw-Hill Companies
As referenced in this Underwriting Agreement:
McGraw-Hill Companies, Inc – and a BBB rating for the Series 2006-4 Class C1 Notes and
the Series 2006-4 Class C2 Notes by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc .
("Standard & Poor's").
(p) Legal Agreements
Prior to closing on the Closing Date none of NRPLC, the Master
Issuer, Funding 2 or the Mortgages Trustee will amend the terms
_____________
dt 1624944
;
|
ISDA
As referenced in this Underwriting Agreement:
ISDA – a corporate services agreement (the
"Corporate Services Agreement") with, inter alios, Law Debenture
Corporate Services Limited as corporate services provider to Funding 2
and the Master Issuer; and (5) an ISDA Master Agreement including the
Schedule thereto and confirmations thereunder in the respect of the
Funding 2 (mortgage rates) basis rate swap and Funding 2 (LIBOR rate)
basis rate swap
_____________
ISDA – class of the Notes; (2) a start-up loan tranche
supplement with the Start-up Loan Provider and the Issuer Security
Trustee (the "Start-Up Loan Tranche Supplement"); (3) an ISDA Master
Agreement, including the Schedule thereto and confirmations thereunder in
respect of Dollar/Sterling currency swaps with the relevant Issuer Swap
Provider(s) and the Note Trustee (the "Dollar
_____________
ISDA – thereto and confirmations thereunder in
respect of Dollar/Sterling currency swaps with the relevant Issuer Swap
Provider(s) and the Note Trustee (the "Dollar Currency Swap Agreements");
and (4) an ISDA Master Agreement, including the Schedule thereto and
confirmations thereunder in respect of Euro/Sterling currency swaps with
the relevant Issuer Swap Provider(s) and the Note Trustee (the "Euro
_____________
dt 1670895
;
BNY
As referenced in this Underwriting Agreement:
Bank of New York, – a supplemental trust deed to the Issuer Trust Deed (the "Supplemental
Issuer Trust Deed") to be entered into on or before the Closing Date
between the Master Issuer and The Bank of New York, London Branch as
trustee for the Noteholders (the "Note Trustee").
(E) The Notes (together with the Master Issuer's obligations to its other
creditors) will be secured by the
_____________
Bank of New York – of security dated the
Programme Date, which includes any deed of accession entered into in
connection therewith or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities as
the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in its
separate capacities as the Principal Paying Agent, the US Paying Agent,
_____________
Bank of New York, – 2 pursuant to the terms of the global intercompany loan
agreement entered into on or before the Programme Date among the Master
Issuer, Funding 2, the Agent Bank and The Bank of New York, London Branch
in its capacity as security trustee (the "Funding 2 Security Trustee")
(the "Global Intercompany Loan Agreement" and each loan tranche made
thereunder, a "Loan Tranche"). Reference to
_____________
dt 1694996
;
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| 2007 |
Underwriting Agreement
Underwriting Agreement (216K)
Doc #2896965: Click preview link for longer preview.
CONFORMED COPY
UNDERWRITING AGREEMENT
dated May 18, 2007
GRANITE MASTER ISSUER PLC
and
NORTHERN ROCK PLC
and
GRANITE FINANCE FUNDING 2 LIMITED
and
GRANITE FINANCE TRUSTEES LIMITED
. . .
2896965
| |
BNY
As referenced in this Underwriting Agreement:
Bank of New York, – a supplemental trust deed to the Issuer Trust Deed (the "Supplemental
Issuer Trust Deed") to be entered into on or before the Closing Date
between the Master Issuer and The Bank of New York, London Branch as
trustee for the Noteholders (the "Note Trustee").
(E) The Notes (together with the Master Issuer's obligations to its other
creditors) will be secured by the
_____________
Bank of New York – of security dated the
Programme Date, which includes any deed of accession entered into in
connection therewith or supplement thereto (the "Issuer Deed of Charge")
by the Master Issuer, The Bank of New York (in its separate capacities as
the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in its
separate capacities as the Principal Paying Agent, the US Paying Agent,
_____________
Bank of New York, – 2 pursuant to the terms of the global intercompany loan
agreement entered into on or before the Programme Date among the Master
Issuer, Funding 2, the Agent Bank and The Bank of New York, London Branch
in its capacity as security trustee (the "Funding 2 Security Trustee")
(the "Global Intercompany Loan Agreement" and each loan tranche made
thereunder, a "Loan Tranche"). Reference to
_____________
dt 1728370
|
| Full Doc
| 2007 |
R E C I T a L S
R E C I T a L S (10K)
Doc #3179958: This document is immediately available for purchase, but does not have a preview available for viewing.
3179958
| | |