TIDM85DJ
RNS Number : 5811X
Granite Mortgages 04-1 PLC
17 August 2009
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS
If noteholders are in any doubt as to the action they should take, they should
seek their own advice immediately from their stockbroker, bank manager,
solicitor, accountant or other financial adviser authorised under the Financial
Services and Markets Act 2000 (if such noteholders are in the United Kingdom),
or from another appropriately authorised independent financial adviser.
If noteholders have recently sold or otherwise transferred all or part of their
holding(s) of Notes referred to below, they should immediately forward this
document or a copy thereof to the purchaser or transferee or to the stockbroker,
bank or other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
_______________________________________________________________________________
_______
NOTICE OF ADJOURNED MEETINGS
of the holders of the outstanding
US$1,185,000,000 Series 2 Class A1 Floating Rate Notes
(ISIN: US38741VAF22 / CUSIP: 38741VAF2)
EUR900,000,000 Series 2 Class A2 Floating Rate Notes
(ISIN: XS0184562816)
GBP600,000,000 Series 3 Class A Floating Rate Notes
(ISIN: XS0184565249)
(together the "Class A Notes" and the holders thereof, the "Class A
Noteholders")
EUR91,000,000 Series 2 Class B Floating Rate Notes
(ISIN: XS0184563111)
GBP23,000,000 Series 3 Class B Floating Rate Notes
(ISIN: XS0184566130)
(together the "Class B Notes" and the holders thereof, the "Class B
Noteholders")
EUR45,000,000 Series 2 Class M Floating Rate Notes
(ISIN: XS0184563541)
GBP10,000,000 Series 3 Class M Floating Rate Notes
(ISIN: XS0184566569)
(together the "Class M Notes" and the holders thereof, the "Class M
Noteholders")
EUR60,000,000 Series 2 Class C Floating Rate Notes
(ISIN: XS0184563897)
GBP20,000,000 Series 3 Class C Floating Rate Notes
(ISIN: XS0184567534)
(together the "Class C Notes" and the holders thereof, the "Class C
Noteholders"; and each of the Class A Notes, Class B Notes, the Class M Notes
and the Class C Notes, is referred to as a "Class" or "Class of Notes", and
collectively, the "Notes", and the Class A Noteholders, the Class B Noteholders,
the Class M Noteholders and the Class C Noteholders, collectively, the
"Noteholders")
issued by
GRANITE MORTGAGES 04-1 PLC
(a public limited company incorporated in England
and Wales with registered number 4959572)
(the "Issuer")
A. background to, and purpose of, the ADJOURNED MEETINGS
On 6 March 2009, Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc. ("S&P"), downgraded the short-term credit rating of
Lloyds TSB Bank plc ("Lloyds") from A-1+ to A-1 (the "S&P Downgrade Event").
Pursuant to, and in accordance with the terms of, the Collection Bank Agreement,
the Bank Account Agreement, the Stand-by Bank Account Agreement and the Funding
(04-1) Bank Account Agreement (collectively, the "Relevant Agreements"), Lloyds
has been appointed to act as Collection Bank, UK Account Bank, Stand-by Account
Bank and the Account Bank under the Funding (04-1) Bank Account Agreement (the
"Funding (04-1) Account Bank"), respectively. The S&P's Current Rating Criteria
require that (i) the Collection Bank has a rating of at least A-2 and (ii) each
of the UK Account Bank, the Stand-by Account Bank and the Funding (04-1) Account
Bank has a rating of at least A-1.
(1)Collection Bank. Under the terms of the Collection Bank Agreement, the
Collection Accounts are required to be maintained with one or more Authorised
Institutions whose short-term, unsecured, unsubordinated and unguaranteed debt
obligations have a rating of at least A-1+ by S&P, P-1 by Moody's and F1+ by
Fitch (the "Existing Collection Bank Rating Requirements") or whose obligations
in respect of the Collection Accounts are guaranteed by an entity whose debt
obligations satisfy the Existing Collection Bank Rating Requirements. If the
Administrator becomes aware that the Existing Collection Bank Rating
Requirements are no longer satisfied, the Administrator and the Mortgages
Trustee are required, as soon as practicable, but in any event within 30 days of
giving notice thereof to the Rating Agencies, to procure the transfer of the
Collection Accounts to another Authorised Institution that satisfies the
Existing Collection Bank Rating Requirements or, in the event that such Existing
Collection Bank Rating Requirements are not satisfied in respect of any
Authorised Institution to an Authorised Institution in respect of which the
relevant criteria (in the opinion of each of the Rating Agencies) are closest to
being satisfied.
(2)Account Bank. Under the terms of the Bank Account Agreement, the Cash Manager
or Funding is required to terminate the Bank Account Agreement if the
short-term, unsecured, unsubordinated and unguaranteed debt obligation ratings
of an Account Bank fall below A-1+ by S&P, P-1 by Moody's or F1 by Fitch (the
"Existing Account Bank Rating Requirements" and, together with the Existing
Collection Bank Rating Requirements, the "Existing Rating Requirements"), and
the relevant Account Bank does not, within 30 London Business Days of such
occurrence, obtain a guarantee of its obligations from a financial institution
that satisfies the Existing Account Bank Rating Requirements.
(3)Stand-by Account Bank. Under the terms of the Stand-by Bank Account
Agreement, the Mortgages Trustee and/or the Cash Manager or Funding is required
to terminate the Stand-by Bank Account Agreement if the short-term, unsecured,
unsubordinated and unguaranteed debt obligation ratings of the Stand-by Account
Bank fall below the Existing Account Bank Rating Requirements.
(4)Funding (04-1) Account Bank. Under the terms of the Funding (04-1) Bank
Account Agreement, the Cash Manager or Funding is required to terminate the
Funding (04-1) Bank Account Agreement if the short-term, unsecured,
unsubordinated and unguaranteed debt obligation ratings of the Funding (04-1)
Account Bank fall below the Existing Account Bank Rating Requirements.
In respect of items (1) and (2) above, following the occurrence of the S&P
Downgrade Event, Lloyds has not obtained a guarantee of its obligations from a
financial institution meeting the applicable Existing Rating Requirements under
the Collection Bank Agreement or the Bank Account Agreement. Accordingly, the
Issuer considers there to be two options available to it: (1) to retain Lloyds
as Collection Bank, UK Account Bank, Stand-by Account Bank and Funding (04-1)
Account Bank (and make resulting amendments to the Relevant Agreements) or (2)
to find a replacement collection bank, replacement UK account bank, replacement
stand-by account bank and replacement Funding (04-1) account bank each of which
meets the applicable Existing Rating Requirements.
The Issuer proposes that Lloyds continue to act as Collection Bank, UK Account
Bank, Stand-by Account Bank and Funding (04-1) Account Bank in respect of the
Issuer's Notes for the following the reasons:
(i) the number of counterparties with ratings equal to the Existing Rating
Requirements is currently limited. This has an implication for the ability of
the Issuer to replace Lloyds as Collection Bank, UK Account Bank, Stand-by
Account Bank and/or Funding (04-1) Account Bank in a commercially reasonable
manner;
(ii) in respect of a collection bank replacement, the administrative and
operational burden of changing collection banks would be significant as it would
require tens of thousands of borrowers to change their payment directions, which
in turn may increase the capacity for errors in payments and disrupt the
underlying relationships, and may potentially have an adverse effect on the
timing of payments to Noteholders and cashflows;
(iii) Lloyds' current short-term credit rating of A-1 by S&P satisfies the
S&P Current Rating Criteria; and
(iv) amending the Existing Rating Requirements set forth in the Relevant
Agreements would be consistent with the Rating Agencies' minimum required
ratings for such counterparties to securitisation transactions required to
support a AAA rating by each Rating Agency in respect of the relevant Notes.
For the reasons above and on the terms and subject to the conditions set out in
this Notice, the Issuer proposes that (1) each of the Collection Bank role, the
UK Account Bank role, the Stand-by Account Bank role and the Funding (04-1)
Account Bank role remain with Lloyds, and (2)(A) the Collection Bank Agreement
be amended to change, inter alia, the Existing Collection Bank Rating
Requirements to (i) A-1+ by S&P (or, if the relevant financial institution is
any of Northern Rock plc, Lloyds TSB Bank plc or Barclays Bank PLC, A-1 by S&P),
(ii) P-1 by Moody's and (iii) F1 by Fitch, and (B) each other Relevant Agreement
be amended to change, inter alia, the Existing Account Bank Rating Requirements
for the existing Account Banks and Stand-by Account Bank to (i) A-1 by S&P, (ii)
P-1 by Moody's and (iii) F1 by Fitch.
Unless the context otherwise requires, capitalised terms used but not defined in
this Notice shall have the meanings given in (i) Issuer Trust Deed dated 21 May
2003 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Trust Deed") made between the Issuer and The Bank of New
York Mellon (f/k/a The Bank of New York), as note trustee for and on behalf of
the Noteholders (the "Note Trustee"); (ii) the Amended and Restated Collection
Bank Agreement dated 19 January 2005 (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Collection Bank
Agreement"), by and among Granite Finance Trustees Limited (the "Mortgages
Trustee"), Northern Rock plc ("Northern Rock"), in its individual capacity and
in its capacities as Cash Manager and Administrator, Barclays Bank plc, as
Collection Bank, Lloyds, as Collection Bank, Granite Finance Funding Limited
("Funding") and Granite Finance Funding 2 Limited ("Funding 2"); (iii) the Third
Amended and Restated Bank Account Agreement dated 19 January 2005 (as amended,
restated, supplemented or otherwise modified and in effect from time to time,
the "Bank Account Agreement"), by and among the Mortgages Trustee, Funding,
Funding 2, Northern Rock, in its capacities as Cash Manager, Seller and Account
Bank, The Bank of New York Mellon (f/k/a The Bank of New York), as Security
Trustee and Funding 2 Security Trustee, Lloyds, as UK Account Bank, and Lloyds
TSB Bank plc, Jersey International Branch, as Jersey Account Bank; (iv) the
First Amended and Restated Stand-by Bank Account Agreement dated 19 January 2005
(as amended, restated, supplemented or otherwise modified and in effect from
time to time, the "Stand-by Bank Account Agreement"), by and among Mortgages
Trustee, Funding, Funding 2, Northern Rock, in its capacities as Cash Manager
and Seller, the Security Trustee and the Funding 2 Security Trustee and Lloyds,
as Stand-by Account Bank; and (v) the Funding (04-1) Bank Account Agreement
dated 21 May 2003 (as amended, restated, supplemented or otherwise modified and
in effect from time to time, the "Funding (04-1) Bank Account Agreement"), by
and among Funding, Northern Rock, as Cash Manager, the Security Trustee and
Lloyds, as Funding (04-1) Account Bank.
B. ADJOURNED MEETINGS; Extraordinary Resolution
In accordance with the provisions of the Trust Deed:
NOTICE IS HEREBY GIVEN that the initial meetings of the Noteholders of each
Class of Notes (in respect of each Class (the "Meetings"), convened on 6 August
2009 by Notice of Meetings dated 6 July 2009 were adjourned as no quorum was
present and that, in accordance with paragraph 2 of Schedule 4 to the Trust
Deed, adjourned meetings of the Noteholders of each Class of Notes will be held
at 11:30 a.m. (London time) on 2 September 2009 at the offices of Sidley Austin
LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom
(in respect of each Class, the "Adjourned Meeting"). The purpose of the
Adjourned Meetings (as was the case for the Meetings) is to consider and, if
thought fit, pass the following resolution which will be proposed as an
extraordinary resolution of the Noteholders of the relevant Class at the
Adjourned Meeting (the "Extraordinary Resolution") pursuant to Schedule 4 to the
Trust Deed.
An Adjourned Meeting of the Noteholders of a particular Class will be held at
the same time as the Adjourned Meetings of Noteholders of the other Classes.
Each such concurrent Adjourned Meeting will be subject to separate quorum
requirements (in accordance with the Trust Deed and the Terms and Conditions of
the relevant Class of Notes) and will hold a separate vote for the Noteholders
of the relevant Class.
Unless revoked, (1) any appointment of a proxy in relation to a Meeting shall
remain in force in relation to an Adjourned Meeting and (2) any vote by a Proxy
given in accordance with the terms of a Block Voting Instruction or Form of
Proxy shall remain valid for any Adjourned Meeting.
EXTRAORDINARY RESOLUTION
"THAT this Adjourned Meeting of the holders of the outstanding:
US$1,185,000,000 Series 2 Class A1 Floating Rate Notes
EUR900,000,000 Series 2 Class A2 Floating Rate Notes
GBP600,000,000 Series 3 Class A Floating Rate Notes
(together the "Class A Notes" and the holders thereof, the "Class A
Noteholders")
EUR91,000,000 Series 2 Class B Floating Rate Notes
GBP23,000,000 Series 3 Class B Floating Rate Notes
(together the "Class B Notes" and the holders thereof, the "Class B
Noteholders")
EUR45,000,000 Series 2 Class M Floating Rate Notes
GBP10,000,000 Series 3 Class M Floating Rate Notes
(together the "Class M Notes" and the holders thereof, the "Class M
Noteholders")
EUR60,000,000 Series 2 Class C Floating Rate Notes
GBP20,000,000 Series 3 Class C Floating Rate Notes
(together the "Class C Notes" and the holders thereof, the "Class C
Noteholders")
as the case may be, of Granite Mortgages 04-1 plc (the "Issuer", each of the
Class A Notes, the Class B Notes, the Class M Notes and the Class C Notes is
referred to as a "Class" or "Class of Notes", and the Class A Noteholders, the
Class B Noteholders, the Class M Noteholders and the Class C Noteholders,
collectively, the "Noteholders") constituted by the Issuer Trust Deed dated 21
May 2003 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Trust Deed") made between the Issuer and The Bank of New
York Mellon (f/k/a The Bank of New York), as note trustee for and on behalf of
the Noteholders (the "Note Trustee") hereby:
1. sanctions and approves the modifications to the Collection Bank Agreement
by way of an amendment deed substantially in the form of the amendment deed
signed by the chairman of this Adjourned Meeting for the purpose of
identification, with such amendments (if any) thereto as the Note Trustee may
deem appropriate in its discretion which, if this Extraordinary Resolution is
duly passed and becomes effective as provided herein, will be executed by the
parties to the Collection Bank Agreement (the "Collection Bank Amendment Deed");
2. sanctions and approves the modifications to the Bank Account Agreement by
way of an amendment deed substantially in the form of the amendment deed signed
by the chairman of this Adjourned Meeting for the purpose of identification,
with such amendments (if any) thereto as the Note Trustee may deem appropriate
in its absolute discretion which, if this Extraordinary Resolution is duly
passed and becomes effective as provided herein, will be executed by the parties
to the Bank Account Agreement (the "Bank Account Amendment Deed");
3. sanctions and approves the modifications to the Stand-by Bank Account
Agreement by way of an amendment deed substantially in the form of the amendment
deed signed by the chairman of this Adjourned Meeting for the purpose of
identification, with such amendments (if any) thereto as the Note Trustee may
deem appropriate in its absolute discretion which, if this Extraordinary
Resolution is duly passed and becomes effective as provided herein, will be
executed by the parties to the Stand-by Bank Account Agreement (the "Stand-by
Bank Account Amendment Deed");
4. sanctions and approves the modifications to the Funding (04-1) Bank
Account Agreement by way of an amendment deed substantially in the form of the
amendment deed signed by the chairman of this Adjourned Meeting for the purpose
of identification, with such amendments (if any) thereto as the Note Trustee may
deem appropriate in its absolute discretion which, if this Extraordinary
Resolution is duly passed and becomes effective as provided herein, will be
executed by the parties to the Funding (04-1) Bank Account Agreement (the
"Funding (04-1) Bank Account Amendment Deed" and, together with the Collection
Bank Account Amendment Deed, the Bank Account Amendment Deed and the Stand-by
Bank Account Amendment Deed, the "Amendment Deeds");
5. authorizes and directs the Note Trustee, with effect on and from the date
of this Extraordinary Resolution, (i) to concur in the modifications referred to
in paragraphs 1, 2, 3 and 4 of this Extraordinary Resolution and, in order to
give effect thereto and to implement the same on or shortly after the passing of
this Extraordinary Resolution, to execute the Amendment Deeds substantially in
the form of the drafts produced to this Adjourned Meeting and for the purpose of
identification signed by the Chairman thereof with such amendments (if any)
thereto as the Note Trustee shall require or approve to give effect to the
modifications referred to in paragraphs 1, 2, 3 and 4 of this Extraordinary
Resolution and the implementation of such modifications, (ii) to make any other
amendment or modification which is incidental to, or in connection with, the
modifications referred to in paragraphs 1, 2, 3 and 4 of this Extraordinary
Resolution, and (iii) to concur in, and to execute and do, all such other deeds,
agreements, instruments, acts and things as may be necessary or appropriate to
carry out and give effect to this Extraordinary Resolution, the Amendment Deeds
and their implementation;
6.authorises and directs the Note Trustee, with effect on and from the date of
this Extraordinary Resolution and from time to time to authorise or waive or to
permit the Issuer to authorise or waive any breach or failure to perform or
proposed breach or proposed failure to perform of any obligation of, or any
covenant or other provision applicable to, the Issuer or any other party to any
Transaction Document or related agreement or ancillary document which may have
arisen by reason of the S&P Downgrade Event;
7. sanctions every abrogation, modification, compromise or arrangement in
respect of the rights of the Noteholders against the Issuer arising from,
resulting from or in connection with, the modifications referred to paragraphs
1, 2, 3 and 4 of this Extraordinary Resolution; and
8. discharges and exonerates the Note Trustee from all liability for which it
may have become or may become responsible under the Trust Deed, the Notes, any
other Issuer Transaction Document or any other Transaction Document in respect
of any act or omission in connection with the Amendment Deeds, this
Extraordinary Resolution or their implementation.
Except as otherwise defined, capitalised terms used in this Extraordinary
Resolution will have the meanings given to them in the Trust Deed."
+----------------------------------------------------------------------------------+
| IMPORTANT: The attention of the holders of interests in the Notes is |
| particularly drawn to the voting, quorum and other requirements for passing the |
| Extraordinary Resolution at the Adjourned Meetings, which is set out in Part C |
| (Voting And Quorum) below. Having regard to such requirements, each holder of an |
| interest in a Note is strongly urged either to attend the relevant Adjourned |
| Meeting or to take steps to be represented at such Adjourned Meeting (including |
| by making a Electronic Voting Instruction (as described below)). |
| The attention of the holders of interests in the Notes is also drawn to the fact |
| that (1) an Adjourned Meeting of the Noteholders of a particular Class to |
| consider the Extraordinary Resolution described above will be held at the same |
| time as the Adjourned Meetings of the Noteholders of the other Classes and (2) |
| unless revoked (in the limited circumstances in which revocation is permitted as |
| set out below), any vote by a proxy given in accordance with the terms of a |
| Block Voting Instruction or Form of Proxy shall be valid for any Adjourned |
| Meeting. |
+----------------------------------------------------------------------------------+
In accordance with normal practice, the Note Trustee expresses no opinion as to
the merits of the modifications proposed by this Extraordinary Resolution and/or
the Amendment Deeds, but has authorised it to be stated that it has no objection
to the Extraordinary Resolution being submitted to the Noteholders for their
consideration. The Note Trustee has not been involved in drafting or otherwise
formulating the Amendment Deeds and makes no representation that all relevant
information has been disclosed to the Noteholders in or pursuant to this Notice.
The Note Trustee recommends that Noteholders who are in any doubt as to the
impact of the implementation of the modifications proposed by this Extraordinary
Resolution should seek their own independent legal and financial advice.
C. Voting And Quorum
Noteholders who have submitted and not revoked (in the limited circumstances in
which revocation is permitted) a valid Electronic Voting Instruction or Form of
Proxy, by which they will have given instructions for the appointment of one or
more representatives of the Principal Paying Agent by the Registrar as their
proxy to vote in respect of the Extraordinary Resolution to be proposed at the
relevant Adjourned Meeting, need take no further action to be represented at
such Adjourned Meeting.
Noteholders who have not submitted or have submitted and subsequently revoked an
Electronic Voting Instruction or Form of Proxy should take note of the
provisions set out below detailing how such Noteholders can attend or take steps
to be represented at the relevant Adjourned Meeting.
1.General. The provisions governing the convening and holding of the Adjourned
Meetings are set out in Schedule 4 to the Trust Deed, a copy of which is
available to Noteholders from the date of this Notice to the conclusion of the
Adjourned Meetings (i) on request from the Principal Paying Agent and (ii) for
inspection during normal business hours at the specified office of the Principal
Paying Agent, the contact details for which are set out under "Documents
Available and Contact Information" at the end of this Notice.
The following is a summary of the arrangements which have been made for the
purposes of the Adjourned Meetings of the Noteholders and is qualified in its
entirety by the relevant provisions of the Trust Deed and the procedures of the
relevant Clearing System.
2.Registered Holder and the Clearing Systems: The Notes have been issued in
registered, book-entry form and are represented by a Global Note Certificate for
each such-class of Notes. Each Global Note Certificate is held by (i) Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), in the case of Sterling and Euro denominated Notes
sold outside the United States in reliance on Regulation S under the Securities
Act (the "Reg S Notes") and (ii) the Depository Trust Company ("DTC"), in the
case of USD denominated Notes sold in the United States pursuant to a
registration statement filed with the U.S. Securities and Exchange Commission
(the "US Notes"). The person registered as the holder of the Notes (the
"Registered Holder") is: (i) Cede & Co., as a nominee of DTC, in the case of the
US Notes, (ii) Citivic Nominees Ltd., as common depositary for Euroclear and
Clearstream, Luxembourg, in the case of the Reg S Notes. Each of DTC, Euroclear
and Clearstream, Luxembourg is a "Clearing System".
IMPORTANT: Each person (a "beneficial owner") who is the owner of a particular
principal amount of a Note through a Clearing System or their respective
accountholder(s) or a person who is shown in the records of a Clearing System as
a holder of a Note (a "Direct Participant"), should note that a beneficial owner
will only be entitled to attend and vote at an Adjourned Meeting or appoint a
proxy to do so in accordance with the procedures set out below and where a
beneficial owner is not a Direct Participant it will need to make the necessary
arrangements either directly or with the other intermediary through which it
holds its Notes for the Direct Participants to complete these procedures on its
behalf.
3.Attendance and Representation at Adjourned Meetings:
3.1. A Noteholder who wishes to attend and vote at an Adjourned Meeting in
person must produce at such Adjourned Meeting a valid voting certificate or
certificates issued by the Principal Paying Agent.
A Noteholder may obtain a voting certificate in respect of its Notes from the
Principal Paying Agent by arranging for its Notes to be blocked in an account
with the relevant Clearing System (unless the Note is the subject of a block
voting instruction which has been issued and is outstanding in respect of an
Adjourned Meeting) not less than 48 hours (as defined below) before the time
fixed for such Adjourned Meeting and, within the relevant time limit specified
by the relevant Clearing System, upon terms that the Notes will not cease to be
so blocked until the first to occur of the conclusion of such Adjourned Meeting
and the surrender of the voting certificate to the Principal Paying Agent and
notification by the Principal Paying Agent to the relevant Clearing System of
such surrender or the compliance in such other manner with the rules of the
relevant Clearing System.
3.2 A Noteholder not wishing to attend and vote in person at an Adjourned
Meeting may arrange to be represented at such Adjourned Meeting by appointing a
Proxy or a Representative.
3.2.1 A Noteholder may appoint Proxies by executing and delivering a Form of
Proxy to the specified office of the Registrar until 48 hours before the time
fixed for the Adjourned Meeting or, in the case of corporations, may appoint
Representatives by resolution of their directors or other governing body and by
delivering an executed or certified copy of the resolution to the Registrar not
later than 48 hours before the time fixed for the Adjourned Meeting. Forms of
Proxy will be available from the Registrar. A Form of Proxy made by a
corporation must be executed under its seal on its behalf by a duly authorised
officer of the corporation before being delivered to the Registrar. The
appointment of a Proxy or a Representative in such manner (a "Formal Voting
Appointment") is subject to further formalities specified in Schedule 4 of the
Trust Deed. For this purpose, a Noteholder is the person or persons for the time
being shown in the records of any Clearing System (other than any such Clearing
System if it is an account holder at another such Clearing System). Any delivery
to the Registrar of a Form of Proxy or of a certified copy of a resolution
appointing a Representative pursuant to a Formal Voting Appointment must be
accompanied by evidence (in a form satisfactory to the Registrar) of the holding
of Notes of the relevant Noteholder with the relevant Clearing System and of the
identity of the person making such appointment. Any document to be delivered by
a Noteholder to the Registrar pursuant to this Notice should be delivered to the
Registrar in accordance with the contact details set out under "Documents
Available and Contact Information" at the end of this Notice.
3.2.2 A Representative may also be appointed by a Noteholder through the
normal communication channels of the relevant Clearing System by the provision
of Adjourned Meeting and/or voting instructions (in the form of electronic
voting instructions) to the Registered Holder requiring the Registered Holder
(or the Clearing System on behalf of the Registered Holder) to appoint a
Representative to attend the Adjourned Meeting and act in accordance with such
instructions (an "Electronic Voting Instruction"). Voting or meeting
instructions received by the Registered Holder not later than 48 hours before
the time fixed for the Adjourned Meeting in accordance with the normal
communication channels of the relevant Clearing Systems will be deemed to
constitute an Electronic Voting Instruction (instructing the Registered Holder
(or the Clearing System on behalf of the Registered Holder) to appoint a
Representative to effect such instructions accordingly).
It should be noted that a single person or entity may be the subject of one or
more Formal Voting Appointments and/or Electronic Voting Instructions. Such
appointee may, in giving effect to the potentially contradictory terms of its
respective appointments and/or voting instructions, vote or act in different
ways for the purposes of the same resolution or matter accordingly.
3.3DTC Procedures. The procedures under this paragraph 3.3 assume that in
accordance with its usual procedures in relation to meetings of bondholders, at
the request of the Principal Paying Agent, DTC will mail an Omnibus Proxy
(including information showing the security positions of the DTC Direct
Participants) to the Issuer and the Principal Paying Agent as soon as possible
after the DTC Record Date (defined below). In accordance with DTC's usual
procedures, the Omnibus Proxy will assign Cede & Co.'s (the registered holder of
the US Notes) voting rights to those DTC Direct Participants shown on its
records as holding any principal amount of outstanding US Notes as of the close
of business on 6 July 2009 (the "DTC Record Date").
The DTC Direct Participants may either (i) attend and vote at an Adjourned
Meeting or (ii) appoint the Principal Paying Agent or any other person
(including beneficial owners of the US Notes) as their sub-proxy(ies) to attend
and vote at the Adjourned Meeting on their behalf.
A beneficial owner of the US Notes who is not a DTC Direct Participant and who
does not wish to attend an Adjourned Meeting may arrange for a vote in respect
of its US Notes to be cast at the Adjourned Meeting by requesting the DTC Direct
Participant through whom he holds its US Notes to issue a sub-proxy to a third
person to attend and vote at the Adjourned Meeting in accordance with the
beneficial owner's instructions. A beneficial owner of the US Notes who is not a
DTC Direct Participant and who wishes to attend and vote at an Adjourned Meeting
in person must produce a form of sub-proxy issued by the DTC Direct Participant
through whom it holds its US Notes appointing such beneficial owner as a proxy.
Sub-proxies may be appointed using the form of sub-proxy available from the
Principal Paying Agent at its specified offices set out under "Documents
Available and Contact Information" at the end of this Notice. Duly completed
forms of sub-proxy must be delivered to and received by the Principal Paying
Agent at least 48 hours before the time fixed for the Adjourned Meeting.
Only those DTC Direct Participants shown in DTC's records on the DTC Record Date
as holding US Notes will be entitled to vote on the Extraordinary Resolution or
appoint sub-proxies to enable their votes and those of beneficial owners who
hold US Notes through such DTC Direct Participants to be cast in respect of the
principal amount of outstanding US Notes held by them.
All references to proxy or proxies in this Notice other than in this paragraph
3.3 shall be read so as to include references to sub-proxy or sub-proxies.
4.Electronic Voting Instructions: Submissions of Electronic Voting Instructions
must be effected in accordance with the procedures of a Clearing System.
Clearing Systems typically set deadlines for receipt of requests and
instructions that are in advance of the cut-off time specified in this Notice.
Accordingly, holders of interests in the Notes must allow sufficient time for
compliance with the standard operating procedures of the relevant Clearing
System in order to ensure that their instructions are received by such Clearing
System by the date specified by the Clearing System. If a request for submission
of instructions is received by the Clearing System after this date, such
instructions may not be received by the Registered Holder and will not be
effective. Holders which hold an interest in a Note via a broker, dealer,
commercial bank, custodian, trust company or a direct accountholder of a
Clearing System must cause such party to transmit or forward for transmission
their requests or instructions with respect to such Notes to the relevant
Clearing System. Such holders are urged to (a) contact such broker, dealer,
commercial bank, custodian, trust company or direct accountholder promptly to
find out the date by which their instructions must be received by them in order
for such broker, dealer, commercial bank, custodian, trust company or direct
accountholder to forward the instructions to the Clearing System by the date
specified by such Clearing System, to ensure that their instructions are
communicated to such broker, dealer, commercial bank, custodian, trust company
or direct accountholder by the date they have specified and (b) procure from
such broker, dealer, commercial bank, custodian, trust company or direct
accountholder a confirmation copy of the electronic message (evidencing the
instructions given by them) submitted to the relevant Clearing System on their
behalf. In the absence of a Formal Voting Appointment, if an Electronic Voting
Instruction is not received from or on behalf of a holder of interests in a Note
by a Clearing System such holder will be deemed to have declined to vote or
participate in respect of the business and/or the Extraordinary Resolution to be
considered at the relevant Adjourned Meeting.
Any effective Electronic Voting Instruction made by the holder of an interest in
a Note will only be binding on the Registered Holder if such instructions are
received from a Clearing System on behalf of a Direct Participant in respect of
the relevant Adjourned Meeting by the transmission of an electronic instruction
in accordance with the procedures of the relevant Clearing System and requiring
the Principal Paying Agent to include the votes attributable to its Notes in a
block voting instruction issued by the Principal Paying Agent for the Adjourned
Meeting, in which case the Principal Paying Agent shall appoint a Proxy to
attend and vote at the Adjourned Meeting in accordance with such Noteholder's
instructions. Therefore, a holder of an interest in a Note who is not a Direct
Participant must arrange, either directly or indirectly, through its broker,
dealer, bank, custodian, trust company or other nominee to contact the Direct
Participant through which it holds such interests in order to procure delivery
of such Electronic Voting Instruction via the relevant Clearing System to the
Registered Holder.
5.Account Blocking: In order to make a Formal Voting Appointment or an
Electronic Voting Instruction the relevant Direct Participant must cause the
holding of Notes in relation to which the appointment or instruction relates to
be blocked from trading to the order of the Registered Holder in accordance with
the procedures of the relevant Clearing System through which such Formal Voting
Appointment or Electronic Voting Instruction is made, which must be effective
not less than 48 hours before the time fixed for the Adjourned Meeting.
The Registrar and Registered Holder cannot act upon a Formal Voting Appointment
or an Electronic Voting Instruction unless each of them receives confirmation
from the Clearing System that the holding of Notes in relation to which the
request or instruction relates has been blocked from trading. Accordingly, the
electronic message from the Direct Participant transmitting an Electronic Voting
Instruction to the relevant Clearing System should specifically authorise such
Clearing System to block the holding of Notes to which a request or instruction
relates from trading to the order of the Registered Holder.
Notes so blocked will not be released:
(A) in the case of Notes in respect of which a voting certificate has been
issued or a Formal Voting Appointment has been made, until the first to occur
of:
(i) the day after the conclusion of the Adjourned Meeting in respect of which
such appointment was made; and
(ii)not less than 48 hours before the time for which the Adjourned Meeting is
convened, the surrender to the Principal Paying Agent of the voting certificate
issued by the Principal Paying Agent in respect of such Notes or (as the case
may be) the notification in writing of any revocation of a Noteholder's previous
appointment to the Registrar in accordance with paragraph 6 (Revocation of
Instructions) below (and the same then being notified in writing by the
Registrar to the Issuer at least 24 hours before the time for holding the
Adjourned Meeting); and
(B) in the case of Notes in respect of which an Electronic Voting Instruction
has been made, until the first to occur of:
(i) the day after the conclusion of the Adjourned Meeting specified in such
Electronic Voting Instruction; and
(ii)not less than 48 hours before the time for which the Adjourned Meeting is
convened, the notification in writing of any revocation of a Noteholder's
previous instructions to the Registrar in accordance with paragraph 6
(Revocation of Instructions) below (and the same then being notified in writing
by the Registrar to the Issuer at least 24 hours before the time for holding the
Adjourned Meeting) and such Notes ceasing in accordance with the procedures of
the relevant Clearing System and with the agreement of the Registrar to be held
to its order or under its control.
Any Electronic Voting Instructions given may not be revoked during the period
starting 48 hours before the time fixed for the Adjourned Meeting and within the
time limit specified by the relevant Clearing System and ending at the close of
such Adjourned Meeting.
The identity of each Direct Participant who delivers instructions via a Clearing
System and (if different) each person who holds an interest in a Note is hereby
requested to be disclosed to the Registered Holder, Registrar, the Principal
Paying Agent and the Issuer.
For the purposes of this Notice, "48 hours" shall mean a period of 48 hours
including all or part of two days upon which banks are open for business in
London and New York (disregarding for this purpose the day upon which the
relevant Adjourned Meeting is to be held) and such period shall be extended by
one or, to the extent necessary, more periods of 24 hours until there is
included as aforesaid all or part of two days upon which banks are open for
business as aforesaid.
For the purposes of this Notice, "24 hours" shall mean a period of 24 hours
including all or part of a day upon which banks are open for business in London
and New York (disregarding for this purpose the day upon which the relevant
Adjourned Meeting is to be held) and such period shall be extended by one or, to
the extent necessary, more periods of 24 hours until there is included as
aforesaid all or part of a day upon which banks are open for business as
aforesaid.
Accordingly, 28 August 2009 is the last day on which:
(A) a Formal Voting Appointment may be effected by the Registrar receiving
the Form of Proxy or appointment of a Representative and the relevant evidence
as detailed above; or
(B) an Electronic Voting Instruction may be effected pursuant to the
instructions of a Clearing System.
6.Revocation of Instructions: An Electronic Voting Instruction or a Formal
Voting Appointment may be revoked in the manner set out below at any time not
later than 48 hours prior to the time for which the Adjourned Meeting is
convened. Any Electronic Voting Instruction or Formal Voting Appointment not so
revoked will continue in force in respect of the Adjourned Meeting.
To be effective, any notice of revocation of a Formal Voting Appointment must be
made in writing and delivered through the relevant Clearing System to the
Issuer, the Registrar, the Note Trustee or the Chairman within the time frame
set out above.
To be effective, any notice of revocation of an Electronic Voting Instruction
must indicate the relevant Electronic Voting Instruction to be revoked and must
be received via the relevant Clearing System in the same manner that the
original Electronic Voting Instruction was given (in order that the relevant
Clearing System may have sufficient time to communicate such revocation to the
Registered Holder in accordance with the time frame set out above).
Holders of interests in Notes through a Clearing System who are not Direct
Participants must arrange, either directly or through their broker, dealer,
commercial bank, trust company or other nominee to contact the Direct
Participant through which they hold such interest, to deliver notice of such
revocation to the relevant Clearing System in accordance with the time frame set
out above. Such holders should give such directions to their broker, dealer,
commercial bank, trust company or other nominee sufficiently in advance to
ensure receipt by the relevant Clearing System of any such notice of revocation
within the time frame set out above.
In the event of a revocation of an Electronic Voting Instruction, the Registered
Holder will, so far as practicable, take such steps to rescind the blocking of
the account in which the relevant Notes are held in accordance with the
procedures of the relevant Clearing System, as the case may be.
Following revocation, notice of a revoked Electronic Voting Instruction may be
given or made again prior to the period commencing 48 hours prior to the time
for which the Adjourned Meeting is convened, by following the procedures
described above. Any such Electronic Voting Instruction will be regarded as a
new Electronic Voting Instruction subject to such procedures.
7.Quorum: The quorum at each Adjourned Meeting for passing the Extraordinary
Resolution shall be two or more persons present (whether holders, Proxies or
Representatives) holding or representing a Class of Notes whatever the aggregate
principal amount of the outstanding Notes of such Class so held or represented.
An Adjourned Meeting cannot be further adjourned for want of quorum.
8.Chairman: A person, nominated in writing by the Note Trustee, shall be
entitled to take the chair at an Adjourned Meeting but if no such nomination is
made or if at such Adjourned Meeting the person nominated shall not be present
within 15 minutes after the time appointed for the holding of the Adjourned
Meeting, those present shall choose one of their number to be the Chairman and,
failing such choice, the Issuer may appoint the Chairman.
9.Number of votes: Every question submitted to an Adjourned Meeting will be
decided in the first instance on a show of hands unless a poll is duly demanded
by the Chairman of such Adjourned Meeting, the Issuer, the Note Trustee or any
person present or being a Proxy or Representative. On a show of hands, each
person entitled to vote at an Adjourned Meeting shall have one vote and on a
poll each such person who is so present shall have one vote in respect of each
US$1, GBP1 or EUR1, as applicable (or such other amount as the Note Trustee may
in its discretion stipulate), in principal amount outstanding of the Notes held
or represented by them.
10.Passing of vote: In order for the Extraordinary Resolution to be passed at an
Adjourned Meeting, it must be passed by a majority of not less than
three-fourths of the persons voting thereat (upon a show of hands) or of the
votes cast (on a poll). In the case of equality of votes, the Chairman shall
(both on a show of hands and on a poll) have a casting vote in addition to any
other vote or votes to which the Chairman is entitled as a Noteholder, a
Representative and/or as a Proxy. A poll may be demanded by the Chairman, the
Issuer, the Note Trustee or by one or more persons holding or being a Proxy or a
Representative whatever principal amount of the outstanding Notes so held or
represented by such person. If passed, the Extraordinary Resolution will be
binding on the Noteholders of all Classes and Series of the Issuer's Notes,
whether or not present at the relevant Adjourned Meeting and whether or not
voting, and each such Noteholder shall be bound to give effect thereto
accordingly and the passing of the Extraordinary Resolution shall be conclusive
evidence that the circumstances justify the passing thereto.
D. Documents AVAILABLE FOR INSPECTION AND Contact Information
Copies of the Trust Deed, the Relevant Agreements, the Master Definitions
Schedule, the Issuer Master Definitions Schedule and the draft Amendment Deeds
referred to in the Extraordinary Resolution will be available for inspection at
the specified offices of the Principal Paying Agent and the Registrar set out
below.
+------------------------------------------+------------------------------------------+
| Principal Paying Agent | Registrar |
| Citibank, N.A. | Citibank, N.A. |
| Citigroup Centre | Citigroup Centre |
| Canada Square | Canada Square |
| Canary Wharf | Canary Wharf |
| London E14 5LB | London E14 5LB |
+------------------------------------------+------------------------------------------+
| Fax: +3531 622 2210 | Fax: +3531 622 2210 |
+------------------------------------------+------------------------------------------+
| Telephone:+3531 622 2233 (Paul Bacon) | Telephone:+3531 622 2233 (Paul Bacon) |
| +3531 622 2209 (David Smith) | +3531 622 2209 (David Smith) |
| +3531 622 4901 (Robert Moran) | +3531 622 4901 (Robert Moran) |
+------------------------------------------+------------------------------------------+
| Email:paul.bacon@citi.com | Email: paul.bacon@citi.com |
| david.x.smith@citi.com | david.x.smith@citi.com |
| robert.moran@citi.com | robert.moran@citi.com |
+------------------------------------------+------------------------------------------+
| Attention: Paul Bacon | Attention: Paul Bacon |
| David X. Smith | David X. Smith |
| Robert Moran | Robert Moran |
+------------------------------------------+------------------------------------------+
For further information, the Noteholders should contact the Issuer at:
+------------------------------------------+------------------------------------------+
| Fifth Floor | |
| 100 Wood Street | |
| London EC2V 7EX | |
+------------------------------------------+------------------------------------------+
| Fax: +44 20 7606 0643 | |
+------------------------------------------+------------------------------------------+
| Telephone: +44 20 7696 5285 | |
+------------------------------------------+------------------------------------------+
| Email: ian.bowden@lawdeb.co.uk | |
+------------------------------------------+------------------------------------------+
| Attention: Ian Bowden | |
+------------------------------------------+------------------------------------------+
This Notice is given by GRANITE MORTGAGES 04-1 PLC
By: .........................................
Director
Dated: 17 August 2009
This information is provided by RNS
The company news service from the London Stock Exchange
END
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