Exhibit 10.4.1

                                                              Execution Version


                             Dated 19 January 2005



                           GRANITE MASTER ISSUER PLC
                               as Master Issuer



                               NORTHERN ROCK PLC
                       as Issuer Start-Up Loan Provider



                                    - and -



                             THE BANK OF NEW YORK
                          as Issuer Security Trustee












                 -------------------------------------------

                            START-UP LOAN AGREEMENT

                 -------------------------------------------




                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF: 30507-30040/678780


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                                   CONTENTS


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

2.   The Start-Up Loan Tranches............................................2

3.   Interest..............................................................2

4.   Repayment.............................................................3

5.   Acceleration..........................................................4

6.   Payments..............................................................4

7.   Subordination and Security............................................4

8.   Notices...............................................................5

9.   Taxes.................................................................6

10.  Remedies and Waivers..................................................6

11.  Assignments and Transfer..............................................6

12.  Alternative Payment Arrangements......................................7

13.  Issuer Security Trustee as a Party....................................7

14.  No Partnership........................................................7

15.  Variation.............................................................7

16.  Execution in Counterparts; Severability...............................7

17.  Third Party Rights....................................................8

18.  Governing Law and Jurisdiction;  Appropriate Forum....................8

SCHEDULE 1  REPRESENTATIONS AND WARRANTIES.................................9
SCHEDULE 2  START-UP LOAN TRANCHE SUPPLEMENT..............................10


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THIS AGREEMENT is made on 19 January, 2005

BETWEEN:

(1)   GRANITE MASTER ISSUER PLC (registered number 5250668), a private limited
      company incorporated under the laws of England and Wales at Fifth Floor,
      100 Wood Street, London EC2V 7EX as Master Issuer;

(2)   NORTHERN ROCK PLC (registered number 3273685), a public limited company
      incorporated under the laws of England and Wales whose registered office
      is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL in its
      capacity as Issuer Start-Up Loan Provider; and

(3)   THE BANK OF NEW YORK, whose principal office is at 48th Floor, One
      Canada Square, London E14 5AL in its capacity as Issuer Security
      Trustee.

WHEREAS:

(A)   From time to time, the Master Issuer will issue Issuer Notes pursuant to
      the Programme.

(B)   Under the terms of the Global Intercompany Loan Agreement, the Master
      Issuer has agreed that it will lend the proceeds (or, as applicable, the
      sterling equivalent thereof) of any issue of Issuer Notes by it to
      Funding 2.

(C)   The Issuer Start-Up Loan Provider and the Master Issuer have agreed
      that, on each occasion that the Master Issuer makes an issuance of
      Issuer Notes, the Issuer Start-Up Loan Provider may make a loan to the
      Master Issuer to be applied towards the funding the Issuer Reserve Fund
      (in whole or in part) and/or towards the payment (in whole or in part)
      of the fees and expenses incurred by the Master Issuer and Funding 2 in
      respect of the issuance of the Issuer Notes and the lending of the
      proceeds thereof to Funding 2.

(D)   This Agreement sets out the agreement between the Master Issuer and the
      Issuer Start-Up Loan Provider in relation to the making of such loans.

IT IS HEREBY 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


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      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.

2.    The Start-Up Loan Tranches

2.1   Subject to the terms of this Agreement, simultaneously with the issue by
      the Master Issuer of a Series of Issuer Notes on a Closing Date, the
      Issuer Start-Up Loan Provider may make available to the Master Issuer a
      Start-Up Loan Tranche in the amount described in a supplement entered
      into on such date by the parties hereto substantially in the form of
      Schedule 3 (each such supplement being a "Start-Up Loan Tranche
      Supplement").

2.2   Each Start-Up Loan Tranche made under this Agreement will only be used
      by the Master Issuer for the purposes of:

      (a)   funding the Issuer Reserve Fund (in whole or in part); and/or

      (b)   funding the payment of the costs and expenses incurred by the
            Master Issuer and Funding 2 in connection with the issuance by the
            Master Issuer of the Issuer Notes, the making of Loan Tranches by
            the Master Issuer to Funding 2 under the Global Intercompany Loan
            Agreement and the acquisition by Funding 2 of an additional share
            of the Trust Property using the proceeds thereof.

      Each Start-Up Loan Tranche made under this Agreement shall be deposited
      into the Issuer Sterling Account.

2.3   Each Start-Up Loan Tranche made under this Agreement will constitute a
      separate debt due from the Master Issuer to the Issuer Start-Up Loan
      Provider.

3.    Interest

3.1   The first Interest Period in respect of each Start-Up Loan Tranche made
      under this Agreement will commence on (and include) the Closing Date in
      relation to that Start-Up Loan Tranche (as specified in the applicable
      Start-Up Loan Tranche Supplement) and end on (but exclude) the first
      Monthly Payment Date falling thereafter. Each subsequent Interest Period
      in respect of each Start-Up Loan Tranche made under this Agreement shall
      commence on (and include) a Monthly Payment Date and end on (but
      exclude) the next following Monthly Payment Date.

3.2   Prior to the service of an Issuer Enforcement Notice, the Master Issuer
      shall pay interest on each Start-Up Loan Tranche made under this
      Agreement in arrear on each Monthly Payment Date. Such payment will be
      made if, and only to the extent that, there are Issuer Available Revenue
      Receipts available therefor after making the payments and provisions
      referred to in the Issuer Pre-Enforcement Revenue Priority of Payments.
      The amount of interest due on each Start-Up Loan Tranche made under this
      Agreement will rank pari passu with the amount of interest due on each
      other Start-Up Loan Tranche and will be paid pro rata among such
      Start-Up Loan Tranches.


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3.3   Each Start-Up Loan Tranche made under this Agreement will bear interest
      calculated in accordance with Clause 3.4 at the rate specified in the
      applicable Start-Up Loan Tranche Supplement.

3.4   Interest shall be calculated on each Start-Up Loan Tranche made under
      this Agreement by reference to any Interest Period on the basis of the
      actual number of days elapsed and a 365 day year (or, in the case of a
      leap year, a 366 day year).

3.5   Subject to Clause 4.3, to the extent that there are insufficient funds
      available to pay, on any Monthly Payment Date, interest accrued on a
      Start-Up Loan Tranche made under this Agreement, the shortfall in the
      interest amount payable will not then fall due but will instead be due
      on the following Payment Date on which sufficient funds are available to
      pay such interest, and pending such payment, will accrue interest at the
      rate specified in the applicable Start-Up Loan Tranche Supplement.

4.    Repayment

4.1   Prior to the service of an Issuer Enforcement Notice, the Master Issuer
      shall repay principal of each Start-Up Loan Tranche made under this
      Agreement on each Monthly Payment Date. Such repayment will be made if,
      and only to the extent that, there are Issuer Available Revenue Receipts
      available therefor after making the payments and provisions referred to
      in the Issuer Pre-Enforcement Revenue Priority of Payments. The
      obligation to repay each Start-Up Loan Tranche made under this Agreement
      will rank pari passu with the obligation to repay each other Start-Up
      Loan Tranche made under this Agreement and will be paid pro rata among
      such Start-Up Loan Tranches.

4.2   The Issuer Cash Manager is responsible, pursuant to the Issuer Cash
      Management Agreement, for determining:

      (a)   the interest and principal amounts payable by the Master Issuer
            under Clause 3 and Clause 4 of this Agreement; and

      (b)   the amount of Issuer Available Revenue Receipts as at any Payment
            Date available therefor,

      and each determination so made shall (in the absence of negligence,
      wilful default, bad faith or manifest error) be final and binding on the
      Issuer Start-Up Loan Provider.

4.3   Subject to Clauses 5 (but not withstanding any other terms of this
      Agreement), on the earlier to occur of:

      (a)   any Monthly Payment Date on which all Issuer Notes issued by the
            Master Issuer have been repaid in full; or

      (b)   the Final Maturity Date of the last outstanding Series and Class
            of Notes,

      each Start-Up Loan Tranche made under this Agreement (including any
      interest accrued but unpaid), shall, subject to the Issuer Deed of
      Charge, become immediately due and payable.


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4.4   The Issuer Start-Up Loan Provider hereby acknowledges that from time to
      time the Master Issuer may enter into other Start-Up Loan Agreements
      with other Issuer Start-Up Loan Providers and that the obligation of the
      Master Issuer to repay the Start-Up Loan Tranches made under this
      Agreement and any Start-Up Loan Tranches made under any other Start-Up
      Loan Agreement will rank pari passu and will be paid pro rata between
      themselves. The Issuer Start-Up Loan Provider further acknowledges that
      the Issuer Pre-Enforcement Revenue Priority of Payments and the Issuer
      Post-Enforcement Priority of Payments set out in the Issuer Deed of
      Charge, respectively, may be amended to reflect the entry by the Master
      Issuer into another Start-Up Loan Agreement and related agreements from
      time to time and agrees to execute such documents as are necessary or
      required by the Rating Agencies for the purpose of including any other
      Issuer Start-Up Loan Provider (and any other relevant party) in the
      Transaction Documents to effect those amendments.

5.    Acceleration

5.1   Each Start-Up Loan Tranche made under this Agreement (including any
      interest accrued but unpaid) shall, subject to the Issuer Deed of
      Charge, become immediately due and payable following the service of an
      Issuer Enforcement Notice on the Master Issuer.

6.    Payments

6.1   All payments to be made hereunder by the Master Issuer shall be made in
      sterling in immediately available cleared funds to the Issuer Start-Up
      Loan Provider's account as specified in writing to the Master Issuer for
      this purpose. If any sum falls due hereunder otherwise than on a London
      Business Day, it shall be paid on the next succeeding London Business
      Day.

6.2   Following the service of an Issuer Enforcement Notice on the Master
      Issuer, all amounts of interest, principal and any other amounts due
      hereunder shall be paid only after making the payments and provisions
      referred to in the Issuer Post-Enforcement Priority of Payments.

7.    Subordination and Security

7.1   The parties hereby agree that repayments in respect of each Start-Up
      Loan Tranche made under this Agreement shall be subordinated to, inter
      alia, payments of principal and interest on the Issuer Notes and all
      other payments or provisions ranking in priority to payments to be made
      to the Issuer Start-Up Loan Provider under this Agreement in accordance
      with the Issuer Priority of Payments and the Issuer Deed of Charge.

7.2   If there are Issuer Available Revenue Receipts available but the Master
      Issuer fails to pay interest or repay principal in respect of any
      Start-Up Loan Tranche, such non-repayment will cause each Start-Up Loan
      Tranche made under this Agreement (including any interest accrued but
      unpaid) to become immediately due and payable.

7.3   The Master Issuer undertakes that its obligations to the Issuer Start-Up
      Loan Provider hereunder shall at all times be secured by the Issuer Deed
      of Charge.


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7.4   The Issuer Start-Up Loan Provider further covenants that, except as
      permitted under the Issuer Deed of Charge, it will not set off or claim
      to set off any Start-Up Loan Tranche made under this Agreement
      (including any interest accrued but unpaid) or any part thereof against
      any liability owed by it to the Master Issuer under this Agreement.

7.5   The Issuer Start-Up Loan Provider hereby undertakes to each of the other
      parties hereto that it shall not take any steps for the purpose of
      recovering any amount payable under this Agreement (including, without
      limitation, by exercising any rights of set-off) or enforcing any rights
      arising out of this Agreement against the Master Issuer and it shall not
      take any steps or legal proceedings for the winding-up, dissolution or
      reorganisation of, or the institution of insolvency proceedings against,
      the Master Issuer or for the appointment of a receiver, administrator,
      liquidator or similar officer of the Master Issuer in respect of any or
      all of its revenues except to the extent expressly permitted under the
      Issuer Deed of Charge.

7.6   Northern Rock plc, as the initial Issuer Start-Up Loan Provider,
      represents that it is within the charge to UK corporation tax in respect
      of any interest payable to it under this Agreement.

7.7   The Issuer Start-Up Loan Provider for the time being shall notify the
      Master Issuer in writing promptly, and in any event before the next
      following Monthly Payment Date, if it is not, or ceases to be, within
      the charge to UK corporation tax in respect of any interest payable to
      it under this Agreement.

7.8   Each party to this Agreement other than the Issuer Security Trustee
      hereby makes the representations and warranties to each of the other
      parties to this Agreement that are specified in Schedule 1 hereto.

8.    Notices

      Any notices to be given pursuant to this Agreement or to any of the
      parties hereto shall be sufficiently served if sent by prepaid first
      class post or by facsimile transmission and shall be deemed to be given
      (in the case of facsimile transmission) when despatched, (where
      delivered by hand) on the day of delivery if delivered before 17.00
      hours on a Business Day or on the next Business Day if delivered
      thereafter or (in the case of first class post) when it would be
      received in the ordinary course of the post and shall be sent:

      (a)   in the case of the Master Issuer , to Granite Master Issuer plc,
            Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile number
            020 7696 5243 for the attention of the Company Secretary with a
            copy to Northern Rock plc, Northern Rock House, Gosforth,
            Newcastle upon Tyne NE3 4PL Facsimile: 0191 213 2203 for the
            attention of the Group Secretary;

      (b)   in the case of the Issuer Start-Up Loan Provider, to Northern Rock
            plc, Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
            Facsimile: 0191 213 2203 for the attention of the Group Secretary;
            and

      (c)   in the case of the Issuer Security Trustee, to The Bank of New
            York, 48th Floor, One Canada Square, London E14 5AL (facsimile 020
            7964 6399) for


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            the attention of Corporate Trust Administration,

      or to such other address or facsimile number as may from time to time be
      notified by any party to the other by written notice in accordance with
      the provisions of this Clause 8.

9.    Taxes

9.1   All payments to be made by the Master Issuer to the Issuer Start-Up Loan
      Provider hereunder shall be made free and clear of and without deduction
      for or on account of Tax unless the Master Issuer is required by law to
      make such a payment subject to the deduction or withholding of Tax, in
      which case the Master Issuer shall promptly upon becoming aware thereof
      notify the Issuer Start-Up Loan Provider of such obligation, and shall
      make such payments subject to such deduction or withholding of Tax which
      it is required to make.

9.2   If the Master Issuer makes any payment hereunder in respect of which it
      is required to make any deduction or withholding, it shall pay the full
      amount required to be deducted or withheld to the relevant taxation or
      other authority within the time allowed for such payment under
      applicable law and shall deliver to the Issuer Start-Up Loan Provider,
      within thirty days after such payment falls due to the applicable
      authority, any original receipt (or a certified copy thereof) issued by
      such authority evidencing such payment.

9.3   The Master Issuer shall co-operate with any person to whom rights under
      this Agreement are assigned or transferred in accordance with Clause
      11.1 in completing any procedural formalities necessary for the Master
      Issuer to obtain authorisation to make payments of interest to such
      person without deduction or withholding for or on account of tax.

9.4   For the avoidance of doubt, the Master Issuer shall not in any
      circumstances be obliged to gross up any payment made by it hereunder
      for any deduction or withholding for or on account of tax, whether such
      deduction or withholding results from a delay in the Master Issuer
      receiving any authorisation described in Clause 9.3 or otherwise.

10.   Remedies and Waivers

      No failure by the Issuer Start-Up Loan Provider to exercise, nor any
      delay by the Issuer Start-Up Loan Provider in exercising, any right or
      remedy hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any right or remedy prevent any further or other
      exercise thereof or the exercise of any other right or remedy. The
      rights and remedies herein provided are cumulative and not exclusive of
      any rights or remedies provided by law.

11.   Assignments and Transfer

11.1  The Master Issuer (other than in respect of any assignment by way of
      security pursuant to the Issuer Deed of Charge) may not assign and/or
      transfer any of its rights and/or obligations under this Agreement. The
      Issuer Start-Up Loan Provider may assign and/or transfer its rights
      under this Agreement without obtaining the prior


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      written consent of the Master Issuer to any person provided that such
      assignee or transferee agrees to be bound by the provisions contained in
      the Issuer Deed of Charge as if it were named as an original party
      thereto in place of the Issuer Start-Up Loan Provider.

11.2  If there is any change in the identity of the Issuer Security Trustee
      pursuant to the terms of the Issuer Deed of Charge, the Issuer Start-Up
      Loan Provider and the Master Issuer shall execute such documents and
      take such actions as the new security trustee and the outgoing security
      trustee may reasonably require for the purpose of vesting in the new
      security trustee the rights and obligations of the outgoing security
      trustee and releasing the outgoing security trustee from its future
      obligations under this Agreement.

12.   Alternative Payment Arrangements

      If at any time it shall become impracticable for the Master Issuer to
      make any payments hereunder in the manner specified in Clause 6.1, then
      the parties hereto may agree alternative arrangements for such payments
      to be made.

13.   Issuer Security Trustee as a Party

      The Issuer Security Trustee has agreed to become a party to this
      Agreement for the better preservation and enforcement of its rights
      under this Agreement and the Issuer Security Trustee shall assume no
      obligations or liabilities whatsoever to the Issuer Start-Up Loan
      Provider or to the Master Issuer. Furthermore, any liberty or power
      which may be exercised or any determination which may be made hereunder
      by the Issuer Security Trustee may be exercised or made in the Issuer
      Security Trustee's absolute discretion without any obligation to give
      reasons therefor, but in any event must be exercised or made in
      accordance with the provisions of the Issuer Deed of Charge.

14.   No Partnership

      Nothing in this Agreement (or in any of the arrangements contemplated
      hereby) shall, or shall be deemed to, constitute a partnership amongst
      the parties hereto.

15.   Variation

      No variation of this Agreement shall be effective unless it is in
      writing and signed by or on behalf of each of the parties hereto.

16.   Execution in Counterparts; Severability

16.1  This Agreement may be executed in any number of counterparts (manually
      or by facsimile) and by different parties hereto in separate
      counterparts, each of which when so executed shall be deemed to be an
      original and all of which when taken together shall constitute one and
      the same instrument.

16.2  Where any provision in or obligation under this Agreement shall be
      invalid, illegal or unenforceable in any jurisdiction, the validity,
      legality and enforceability of the remaining provisions or obligations
      under this Agreement, or of such provision or obligation in any other
      jurisdiction, shall not be affected or impaired thereby.


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17.   Third Party Rights

      A person who is not a party to this Agreement may not enforce any of its
      terms under the Contracts (Rights of Third Parties) Act 1999, but this
      shall not affect any right or remedy of a third party which exists or is
      available apart from that Act.

18.   Governing Law and Jurisdiction; Appropriate Forum

18.1  This Agreement is governed by, and shall be construed in accordance
      with, English law.

18.2  Each of the parties hereto irrevocably agrees that the courts of England
      are to have jurisdiction to settle any suit, action or proceeding and to
      settle any disputes which may arise out of or in connection with this
      Agreement and, for such purposes, irrevocably submit to the jurisdiction
      of such courts.

18.3  Each of the parties hereto irrevocably waives any objection which it
      might now or hereafter have to the courts of England being nominated as
      the forum to hear and determine any Proceedings and to settle any
      disputes, and agrees not to claim that any such court is not a
      convenient or appropriate forum.

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed
as of the date first above written.


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                                  SCHEDULE 1

                        REPRESENTATIONS AND WARRANTIES

Each party to the Start-Up Loan Agreement (the "Agreement") hereby makes the
following representations and warranties to each of the other parties to such
Agreement:

1.    Status: It is duly incorporated, validly existing and registered under
      the laws of the jurisdiction in which it is incorporated, capable of
      being sued in its own right and not subject to any immunity from any
      proceedings, and it has the power to own its property and assets and to
      carry on its business as it is being conducted.

2.    Powers and authority: It has the power to enter into, perform and
      deliver, and has taken all necessary corporate and other action to
      authorise the execution, delivery and performance by it of the
      Agreement, which has been duly executed and delivered by it.

3.    Legal validity: The Agreement constitutes, or when executed in
      accordance with its terms will constitute, its legal, valid and binding
      obligation.

4.    Non-conflict: The execution by it of the Agreement and the exercise by
      it of its rights and the performance of its obligations under the
      Agreement will not:

      (a)   result in the existence or imposition of, nor oblige it to create,
            any Security Interest in favour of any person over all or any of
            its present or future revenues or assets save for any which are
            created under or pursuant to the Issuer Deed of Charge;

      (b)   conflict with any document which is binding upon it or any of its
            assets;

      (c)   conflict with its constitutional documents; or

      (d)   conflict with any law, regulation or official or judicial order of
            any government, governmental body or court, domestic or foreign,
            having jurisdiction over it.

5.       No litigation: It is not a party to any material litigation,
         arbitration or administrative proceedings and, to its knowledge, no
         material litigation, arbitration or administrative proceedings are
         pending or threatened against it.

6.       Consents and Licences: All governmental consents, licences and other
         approvals and authorisations required in connection with the entry
         into, performance, validity and enforceability of, the transaction
         contemplated by the Agreement have been obtained or effected (as
         appropriate) and are in full force and effect.


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<PAGE>
                                                                Exhibit 10.4.2

                                  SCHEDULE 2

                       START-UP LOAN TRANCHE SUPPLEMENT

This Start-Up Loan Tranche Supplement is made between Northern Rock plc (the
"Issuer Start-Up Loan Provider"), Granite Master Issuer plc ("Master Issuer")
and the Bank of New York (the "Issuer Security Trustee") in relation to the
provision of a Start-Up Loan Tranche by the Issuer Start-Up Loan Provider to
the Master Issuer on the following terms:

o        Closing Date       -          [o]

o        Principal amount   -   (pound)[o]

o        Interest rate      -          [o]

o        Payment Dates      -          [o]

Capitalised terms used and not otherwise defined herein shall have the
meanings assigned to them in the start-up loan agreement dated [o] January,
2005 between the parties hereto.

This Start-Up Loan Tranche Supplement is made on [o] January, 2005.

Master Issuer

<TABLE>
<CAPTION>
<S>                                                         <C>
Executed by
GRANITE MASTER ISSUER PLC
as follows:
Signed for and on its behalf by one of its duly
authorised attorneys/signatories                                By___________________________________
                                                                  Duly Authorised Attorney/Signatory

                                                             Name____________________________________


The Issuer Start-Up Loan Provider

Executed by
NORTHERN ROCK PLC
as follows:                                                     By___________________________________
Signed for and on its behalf by one of its duly                   Duly Authorised Attorney/Signatory
authorised attorneys/signatories
                                                             Name____________________________________


The Issuer Security Trustee

Executed by
BANK OF NEW YORK
as follows:                                                     By___________________________________
Signed for and on its behalf by one of its duly                   Duly Authorised Attorney/Signatory
authorised attorneys/signatories
                                                             Name____________________________________
</TABLE>


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<PAGE>


                                EXECUTION PAGE


as Master Issuer
EXECUTED for and on behalf of              )
GRANITE MASTER ISSUER PLC                  )
acting by a director                       )

-------------------------


Name:





as Issuer Start-Up Loan Provider
EXECUTED for and on behalf of              )
NORTHERN ROCK PLC                          )
by                                         )

-------------------------


Name:





as Issuer Security Trustee
EXECUTED for and on behalf of              )
THE BANK OF NEW YORK                       )
by                                         )

-------------------------


Name:





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