Underwriting Agreement Barclays Dryrock Issuance Trust $725,000,000 Class A Series 2022-1 Fixed Rate Asset Backed Notes April 13, 2022Underwriting Agreement • April 14th, 2022 • Barclays Bank Delaware • Asset-backed securities • New York
The undersigned, Barclays Dryrock Funding LLC (the “Transferor”), proposes to cause Barclays Dryrock Issuance Trust (the “Issuer” or the “Trust”) to issue $725,000,000 (stated principal amount) Class A Series 2022-1 Fixed Rate Asset Backed Notes (the “Class A Notes”) and $159,147,000 (stated principal amount) Class B Series 2022-1 Fixed Rate Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes.” The Class B Notes are referred to herein as the “Retained Notes” and will be retained by the Transferor (referred to herein as the “Retained Notes Transaction”). Barclays Capital Inc., as a representative of the Underwriters (as defined below), may be referred to herein as the “Representative.” The Issuer is a Delaware statutory trust established as Dryrock Issuance Trust and created pursuant to (a) a Trust Agreement, dated as of June 8, 2012, as amended and restated on August 1, 2012, as
ContractIndenture Supplement • October 5th, 2015 • Barclays Bank Delaware • Asset-backed securities • New York
Barclays Dryrock Issuance Trust as Issuer and U.S. BANK NATIONAL ASSOCIATION as Indenture Trustee SERIES [•] INDENTURE SUPPLEMENT dated as of [Month] [Day], 20[·] to INDENTURE
FORM ASSET REPRESENTATIONS REVIEWER AGREEMENTAsset Representations Reviewer Agreement • November 6th, 2015 • Barclays Bank Delaware • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEWER AGREEMENT, dated as of [__][__], 2015 (this “Agreement”), is entered into by and among Barclays Bank Delaware (“BBD”), a Delaware banking corporation (together with its permitted successors and assigns, in its capacity as the “Servicer” and as “Sponsor”), Clayton Fixed Income Services LLC, a Delaware limited liability company (“Clayton” or, in its capacity as an Asset Representation Reviewer, the “Asset Representations Reviewer”), and Barclays Dryrock Issuance Trust, a Delaware statutory trust, as issuer (the “Issuer”).
FIRST AMENDMENT TO AMENDED AND RESTATED TRANSFER AGREEMENTTransfer Agreement • March 1st, 2017 • Barclays Bank Delaware • Asset-backed securities • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED TRANSFER AGREEMENT, dated as of March 1, 2017 (the “Amendment”) to the Transfer Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Agreement”), is entered into by and among BARCLAYS DRYROCK FUNDING LLC, as Transferor (“Dryrock Funding”), BARCLAYS DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, the Indenture Trustee (the “Indenture Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 10th, 2022 • Barclays Bank Delaware • Asset-backed securities • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of April 1, 2022 (this “Amendment”), is entered into by and between BARCLAYS BANK DELAWARE, as Seller (the “Seller”) and BARCLAYS DRYROCK FUNDING LLC (“Dryrock Funding”). Capitalized terms used in this Amendment and not otherwise defined herein will have the meanings assigned to them in the Purchase Agreement (as defined below).
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONIndenture Supplement • March 4th, 2014 • Barclays Bank Delaware • Asset-backed securities • New York
SERIES 2014-1 INDENTURE SUPPLEMENT, dated as of March 4, 2014 (this “Indenture Supplement”), by and between Barclays Dryrock Issuance Trust, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market St., Wilmington, DE 19890, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”).
SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • May 3rd, 2022 • Barclays Bank Delaware • Asset-backed securities • New York
SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”), dated as of April 29, 2022, and effective as of May 1, 2022, among BARCLAYS DRYROCK ISSUANCE TRUST as Issuer (the “Issuer”), BARCLAYS BANK DELAWARE, as Servicer (the “Servicer”), U.S. BANK NATIONAL ASSOCIATION, as Intermediary (the “Intermediary”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee (the “Secured Party”).
as required by Section 2.11(c)(v) of the Transfer Agreement)Assignment of Receivables • March 6th, 2023 • Barclays Bank Delaware • Asset-backed securities • New York
ASSIGNMENT No. 8 OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN BARCLAYS DRYROCK ISSUANCE TRUST (this “Assignment”), dated as of March 1, 2023, by and between BARCLAYS DRYROCK FUNDING LLC (the “Transferor”), as transferor (the “Transferor”), and BARCLAYS DRYROCK ISSUANCE TRUST (the “Trust”), as issuer, pursuant to the Transfer Agreement referred to below.
SECOND AMENDMENT TO AMENDED AND RESTATED TRANSFER AGREEMENTTransfer Agreement • May 10th, 2022 • Barclays Bank Delaware • Asset-backed securities • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED TRANSFER AGREEMENT, dated as of April 1, 2022 (this “Amendment”), is entered into by and among BARCLAYS DRYROCK FUNDING LLC, as Transferor (the “Dryrock Funding”), BARCLAYS DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, the Indenture Trustee (the “Indenture Trustee”). Capitalized terms used in this Amendment and not otherwise defined herein will have the meanings assigned to them in the Transfer Agreement (as defined below).
OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTSIndenture Amendment • October 16th, 2014 • Barclays Bank Delaware • Asset-backed securities • New York
This OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTS, dated as of October 16, 2014 (this “Amendment”), is entered into by and among BARCLAYS DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee (the “Indenture Trustee”), and acknowledged and agreed to by BARCLAYS BANK DELAWARE (“BBD”).
