PLEDGE AGREEMENT IN RESPECT OF SECURITIES HELD IN EUROCLEAR ------------------------------------------------------------------------------- GRACECHURCH CARD PROGRAMME FUNDING LIMITED AS PLEDGOR AND THE BANK OF NEW YORK AS PLEDGEE CONTENTSPledge Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities • New York
EXHIBIT 1.1 GRACECHURCH CARD FUNDING (NO. 7) PLC $[675,000,000] Class A Floating Rate Asset-Backed Notes $[37,500,000] Class B Floating Rate Asset- Backed Notes $[37,500,000] Class C Floating Rate Asset-Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2004 • Barclaycard Funding PLC • Asset-backed securities • New York
AMENDMENT AND RESTATEMENT AGREEMENT (AGENCY AGREEMENT)Agency Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
SCHEDULE TO THE MASTER AGREEMENT dated as of * November 1999 relating to the $ * Class B Backed Floating Rate Notes Issued by Party B due * (the "Class B Notes") betweenMaster Agreement • October 20th, 1999 • Barclaycard Funding PLC • Asset-backed securities • England
TOSeries Supplement • November 15th, 2004 • Barclaycard Funding PLC • Asset-backed securities • England
WGM DRAFT 2 SEPTEMBER 2005 GRACECHURCH CARD FUNDING (NO. 9) PLC $[__] Class A Floating Rate Asset-Backed Notes $[__] Class B Floating Rate Asset-Backed Notes $[__] Class C Floating Rate Asset-Backed Notes UNDERWRITING AGREEMENTUnderwriting Agreement • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities • New York
AS ISSUER INDEMNITY AGREEMENTIndemnity Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
BARCLAYS BANK PLCCorporate Services Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities • Jersey
Effective Date: 20 September 2005; provided, however, that effectiveness is subject to the issuance of the Notes and the receipt by the Series 05-2 Issuer on or prior to 20 September 2005 of unconditional confirmation that upon issue the Class A Notes...Swap Transaction Confirmation • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities
TRUST DEED constituting $[o] Class A Floating Rate Asset-Backed Notes due 2008 $[o] Class B Floating Rate Asset-Backed Notes due 2008 and $[o] Class C Floating Rate Asset-Backed Notes due 2008 --------------------------------------------------------...Trust Deed • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities • New York
AND -Deed of Charge • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities • England
Draft: 5 September 2005 BARCLAYCARD 9 - CLASS B CONFIRMATION Confirmation to the 1992 ISDA Master(R) Agreement relating to the Class B Swap Agreement Dated 20 September 2005 GRACECHURCH CARD FUNDING (NO. 9) PLC Re: Transaction between Barclays Bank...Confirmation Agreement • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities
BARCLAYS BANK PLC as Lender GRACECHURCH CARD FUNDING (NO. 9) PLC as Issuer - and - THE BANK OF NEW YORK as Note TrusteeExpenses Loan Agreement • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities
----------------------------------- TRUST INDENTURE ACT SECTION NOTE TRUST DEED SECTION ------------------------------------------- ----------------------------------- Section 310(a)(1) 16.1 -------------------------------------------...Note Trust Deed • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities • New York
as IssuerDepository Agreement • October 28th, 1999 • Barclaycard Funding PLC • Asset-backed securities • New York
EXHIBIT 1.1 GRACECHURCH CARD FUNDING (NO. 3) PLC $900,000,000 Class A Floating Rate Asset-Backed Notes $50,000,000 Class B Floating Rate Asset-Backed Notes $50,000,000 Class C Floating Rate Asset-Backed Notes UNDERWRITING AGREEMENT Barclays Capital...Underwriting Agreement • March 26th, 2003 • Barclaycard Funding PLC • Asset-backed securities
EXHIBIT 10.3 BARCLAYCARD 8 - CLASS A2 CONFIRMATION Confirmation to the 1992 ISDA Master[registered] Agreement relating to the Class A2 Swap Agreement Dated [*] June 2005 GRACECHURCH CARD FUNDING (NO. 8) PLC Re: Transaction between Barclays Bank PLC...Swap Agreement • June 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities
Dated [ ] 2008Agreement Between Beneficiaries • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities • England and Wales
THE BANK OF NEW YORK as Note Trustee --------------------------------------------------------------------------- PAYING AGENCY AND AGENT BANK AGREEMENT in respect of up to $[o] Class A Floating Rate Asset-Backed Notes due 2008 $[o] Class B Floating...Paying Agency and Agent Bank Agreement • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities
INDEMNITY AGREEMENT DATED [O] 2008Receivables Securitisation Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
CONTENTSBeneficiaries Servicing Agreement • June 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities • England
Draft: 5 September 2005 BARCLAYCARD 9 - CLASS C CONFIRMATION Confirmation to the 1992 ISDA Master(R) Agreement relating to the Class C Swap Agreement Dated 20 September 2005 GRACECHURCH CARD FUNDING (NO. 9) PLC Re: Transaction between Barclays Bank...Class C Swap Agreement • September 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities
TRUST INDENTURE ACT SECTION SECURITY TRUST DEED SECTION ----------------------- --------------------------------------------------------- Section 310(a)(1) 8.4.1 ------------------------------------------------------------------------- ------- (a)(2)...Security Trust Deed and MTN Cash Management Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities • England
EXHIBIT 10.3 CLASS B CONFIRMATION Confirmation to the 1992 ISDA Master(R) Agreement relating to the Class B Swap Agreement Dated 2 December 2004 GRACECHURCH CARD FUNDING (NO. 7) PLC Re: Transaction between Barclays Bank PLC ("PARTY A") and Gracechurch...Class B Swap Agreement • November 15th, 2004 • Barclaycard Funding PLC • Asset-backed securities
BARCLAYS BANK PLCTrust Section 75 Indemnity • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities • England
BETWEENDeed of Amendment and Restatement • June 6th, 2005 • Barclaycard Funding PLC • Asset-backed securities • England
CONTENTS CLAUSE PAGEBank Account Operating Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
Effective Date: 8 April 2003; provided, however, that effectiveness is subject to the issuance of the Notes and the receipt by the Series 03-1 Issuer on or prior to 8 April 2003 of unconditional confirmation that upon issue the Class A Notes will be...Class a Swap Agreement • March 26th, 2003 • Barclaycard Funding PLC • Asset-backed securities • England
and THE BANK OF NEW YORK, LONDON BRANCH as Note TrusteeMTN Issuer Corporate Officers Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities • England
AndMTN Master Definitions Schedule • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
andSeries 04-2 MTN Supplement • November 15th, 2004 • Barclaycard Funding PLC • Asset-backed securities • England
O] 2008Supplemental Beneficiaries Servicing Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
Confirmation to the ISDA Master Agreement Dated as of [*] November 1999 relating to the $ * Class A3 Backed Floating Rate Notes issued Party B Due * (the "Class A Notes")Confirmation to the Isda Master Agreement • October 20th, 1999 • Barclaycard Funding PLC • Asset-backed securities
THE BANK OF NEW YORK, ACTING THROUGH ITS LONDON BRANCH as Note Trustee ------------------------------------------------------------------------------- ISSUING ENTITY ACCOUNT BANK AGREEMENT...Issuing Entity Account Bank Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
AMENDMENT AND RESTATEMENT AGREEMENT RELATING TO MASTER DEFINITIONS SCHEDULEAmendment and Restatement Agreement • May 23rd, 2008 • Barclaycard Funding PLC • Asset-backed securities
