Underwriting Agreement Barclays Dryrock Issuance Trust $650,000,000 Class A Series 2019-1 Fixed Rate Asset Backed Notes August 8, 2019Underwriting Agreement • August 12th, 2019 • Barclays Dryrock Issuance Trust • 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 $650,000,000 (stated principal amount) Class A Series 2019-1 Fixed Rate Asset Backed Notes (the “Class A Notes”) and $142,683,000 (stated principal amount) Class B Series 2019-1 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
BARCLAYS Dryrock Funding LLC, Transferor BARCLAYS BANK DELAWARE, Servicer and Administrator BARCLAYS Dryrock Issuance Trust, Issuer and U.S. BANK NATIONAL ASSOCIATION, Indenture TrusteeServicing Agreement • December 18th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
AMENDED AND RESTATED SERVICING AGREEMENT, dated as of August 1, 2012, as amended and restated as of December 17, 2013, by and among BARCLAYS DRYROCK FUNDING LLC, a Delaware limited liability company, as transferor (the “Transferor”), BARCLAYS BANK DELAWARE, a Delaware banking corporation, as servicer and as administrator (the “Servicer” and the “Administrator”), BARCLAYS DRYROCK ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”).
SECOND aMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • December 18th, 2013 • Dryrock Issuance Trust • Asset-backed securities • Delaware
This Management Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Management Agreement and all of which together shall constitute one and the same instrument.
FIRST AMENDMENT TO AMENDED AND RESTATED INDENTUREIndenture • July 6th, 2015 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
AMENDED AND RESTATED INDENTURE, dated as of August 1, 2012, as amended and restated as of December 17, 2013, 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 in care of the Owner Trustee at Rodney Square North, 1100 N. Market St., Wilmington, Delaware 19890, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”) and as the Securities Intermediary .
ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN DRYROCK ISSUANCE TRUST (as required by Section 2.11(c)(v) of the Transfer Agreement)Assignment of Receivables • January 4th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
ASSIGNMENT No. 1 OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN DRYROCK ISSUANCE TRUST (this “Assignment”), dated as of January 2, 2013, by and between DRYROCK FUNDING LLC (the “Transferor”), as transferor (the “Transferor”), and DRYROCK ISSUANCE TRUST (the “Trust”), as issuer, pursuant to the Transfer Agreement referred to below.
BARCLAYS Dryrock Funding LLC, Transferor BARCLAYS Dryrock Issuance Trust, Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture TrusteeTransfer Agreement • December 18th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
AMENDED AND RESTATED TRANSFER AGREEMENT, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (this “Agreement”), by and among BARCLAYS Dryrock Funding LLC, a Delaware limited liability company, as transferor (the “Transferor”), BARCLAYS Dryrock Issuance Trust, a statutory trust created under the laws of the State of Delaware, as issuer (the “Issuer” or the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”).
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT between BARCLAYS BANK DELAWARE and BARCLAYS Dryrock Funding LLC Dated as of August 1, 2012 As amended and restated as of December 17, 2013 BARCLAYS Dryrock Issuance TrustReceivables Purchase Agreement • December 18th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (this “Agreement”), by and between BARCLAYS BANK DELAWARE (“BBD”), a Delaware banking corporation (together with its permitted successors and assigns, the “Seller”), and BARCLAYS Dryrock Funding LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Dryrock Funding”).
SECOND AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • December 18th, 2013 • Dryrock Issuance Trust • Asset-backed securities • Delaware
This SECOND AMENDED AND RESTATED TRUST AGREEMENT of BARCLAYS DRYROCK ISSUANCE TRUST is dated as of August 1, 2012, as amended and restated as of December 17, 2013, by and between BARCLAYS DRYROCK FUNDING LLC, a Delaware limited liability company, as Beneficiary and as Transferor, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Owner Trustee and Trustee Bank.
as required by Section 2.11(c)(v) of the Transfer Agreement)Assignment of Receivables • April 3rd, 2015 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
ASSIGNMENT No. 5 OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN BARCLAYS DRYROCK ISSUANCE TRUST (this “Assignment”), dated as of April 1, 2015, 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.
OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTSIndenture Supplements • December 18th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
This OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTS, dated as of December 17, 2013 (the “Amendment”) is entered into by and between BARCLAYS DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee (the “Indenture Supplements Trustee”).
DRYROCK ISSUANCE TRUST as Issuer and U.S. BANK NATIONAL ASSOCIATION as Indenture Trustee SERIES 2013-1 INDENTURE SUPPLEMENT dated as of October 10, 2013 to INDENTUREIndenture Supplement • October 10th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
SERIES 2013-1 INDENTURE SUPPLEMENT, dated as of October 10, 2013 (this “Indenture Supplement”), by and between 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF DRYROCK FUNDING LLCLimited Liability Company Agreement • June 13th, 2012 • Dryrock Issuance Trust • Delaware
THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18‑101 et seq. (as amended and in effect from time to time, the “Delaware Act”), and does hereby certify as follows:
FIRST AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • April 15th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
This FIRST AMENDMENT TO TRANSFER AGREEMENT, dated as of April 15, 2013 (the “Amendment”) to the Transfer Agreement, dated as of August 1, 2012 (the “Agreement”), is entered into by and among DRYROCK FUNDING LLC, as Transferor (“Dryrock Funding”), DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, the Indenture Trustee (the “Indenture Trustee”).
OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTSIndenture Supplements • April 15th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
This OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTS, dated as of April 15, 2013 (the “Amendment”) is entered into by and between DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee (the “Indenture Supplements Trustee”).
WACHOVIA BANK, NATIONAL ASSOCIATION and BARCLAYS BANK DELAWARE SERVICE LEVEL AND FEE AGREEMENT FOR ACH SERVICESService Level and Fee Agreement for Ach Services • October 3rd, 2012 • Dryrock Issuance Trust • Asset-backed securities
This Agreement, dated as of February I, 2010 is between Barclays Bank Delaware, of 100 South West Street, Wilmington, Delaware 19801 (“BARCLAYS”) and Wachovia Bank, National Association of One South Broad Street, Philadelphia, Pennsylvania 19107 (“WACHOVIA”).
Services AgreementServices Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • Delaware
WHEREAS, Parent employees have the knowledge and expertise to provide operational, management and support services to Bank in respect of certain of Bank’s credit card portfolio securitization activities; and
as required by Section 2.11(c)(v) of the Transfer Agreement)Assignment of Receivables • May 3rd, 2018 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
ASSIGNMENT No. 7 OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN BARCLAYS DRYROCK ISSUANCE TRUST (this “Assignment”), dated as of May 1, 2018, 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.
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • July 6th, 2015 • Barclays Dryrock Issuance Trust • Asset-backed securities • Delaware
This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 6, 2015 (the “Amendment”) to the Second Amended and Restated Trust Agreement, dated as of August 1, 2012, as amended and restated as of December 17, 2013 (the “Agreement”), is entered into by and between BARCLAYS DRYROCK FUNDING LLC, as Beneficiary and Transferor (“Dryrock Funding”) and Wilmington Trust, National Association, as Owner Trustee and Trustee Bank (the “Trustee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 13th, 2016 • Barclays Dryrock Issuance Trust • Asset-backed securities • Delaware
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of May 13, 2016 (the “Amendment”) to the Second Amended and Restated Limited Liability Company Agreement, dated as of June 7, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 13, 2013 (the “Agreement”), is entered into by and between Barclays Bank Delaware, as the sole Member (the “Member”) and Evelyn Echevarria, as the Independent Director and potential Special Member (the “Independent Director”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DRYROCK FUNDING LLCLimited Liability Company Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • Delaware
This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Dryrock Funding LLC (the “Company”) is entered into by Barclays Bank Delaware, a Delaware banking corporation (“BBD”), as the sole Member, and Evelyn Echevarria, c/o AMACAR Group LLC, 6525 Morrison Blvd., Suite 318, Charlotte, NC 28211, as the Independent Director and potential Special Member. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
ASSET REPRESENTATIONS REVIEWER AGREEMENTAsset Representations Reviewer Agreement • May 13th, 2016 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
This ASSET REPRESENTATIONS REVIEWER AGREEMENT, dated as of May 13, 2016 (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”).
WACHOVIA REMITTANCE SERVICES AGREEMENT RETAIL SERVICESRemittance Services Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • Delaware
This REMITTANCE SERVICES AGREEMENT (“Agreement”) is made as of this 20th day of August 2009, by and between Wachovia Bank National Association (“Wachovia”) and BARCLAYS BANK DELAWARE (“Client” or “Barclays”). In consideration of the payments to be made and services performed under this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
ContractSeller Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • New York
SELLER AGREEMENT (this “Agreement”), dated as of August 1, 2012, by and between BARCLAYS BANK DELAWARE (“BBD”), a Delaware banking corporation, and DRYROCK FUNDING LLC, a Delaware limited liability company (“Dryrock Funding”).
ContractSeller Agreement • December 18th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
AMENDED AND RESTATED SELLER AGREEMENT (this “Agreement”), dated as of August 1, 2012, as amended and restated as of December 17, 2013, by and between BARCLAYS BANK DELAWARE (“BBD”), a Delaware banking corporation, and BARCLAYS Dryrock Funding LLC, a Delaware limited liability company (“Dryrock Funding”).
WACHOVIA REMITTANCE SERVICES AGREEMENT RETAIL SERVICESRemittance Services Agreement • October 3rd, 2012 • Dryrock Issuance Trust • Asset-backed securities • Delaware
This REMITTANCE SERVICES AGREEMENT (“Agreement”) is made as of this 20th day of August 2009, by and between Wachovia Bank National Association (“Wachovia”) and BARCLAYS BANK DELAWARE (“Client” or “Barclays”). In consideration of the payments to be made and services performed under this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
FIRST AMENDMENT TO INDENTUREIndenture • April 15th, 2013 • Dryrock Issuance Trust • Asset-backed securities • New York
This FIRST AMENDMENT TO INDENTURE, dated as of April 15, 2013 (the “Amendment”) to the Indenture, dated as of August 1, 2012 (the “Indenture”), is entered into by and between DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee (the “Indenture Trustee”).
as required by Section 2.11(c)(v) of the Transfer Agreement)Assignment of Receivables • March 7th, 2017 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
ASSIGNMENT No. 6 OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN BARCLAYS DRYROCK ISSUANCE TRUST (this “Assignment”), dated as of March 1, 2017, 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.
OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTSIndenture Supplements • July 6th, 2015 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
SERIES 2015-2 INDENTURE SUPPLEMENT, dated as of June 10, 2015 (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”) and as the Securities Intermediary .
WACHOVIA BANK, NATIONAL ASSOCIATION and BARCLAYS BANK DELAWARE SERVICE LEVEL AND FEE AGREEMENT FOR ACH SERVICESService Level and Fee Agreement for Ach Services • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities
This Agreement, dated as of February I, 2010 is between Barclays Bank Delaware, of 100 South West Street, Wilmington, Delaware 19801 (“BARCLAYS”) and Wachovia Bank, National Association of One South Broad Street, Philadelphia, Pennsylvania 19107 (“WACHOVIA”).
OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTSIndenture Supplements • May 13th, 2016 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
This OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTS, dated as of May 13, 2016 (the “Amendment”) is entered into by and between BARCLAYS DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee and as the Securities Intermediary (the “Indenture Supplements Trustee”), and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC.
ContractTrust Agreement • June 13th, 2012 • Dryrock Issuance Trust • Delaware
THIS TRUST AGREEMENT (this “Trust Agreement”), dated as of June 8, 2012, is between Dryrock Funding LLC, as sole beneficiary and depositor (the “Beneficiary”), and Wilmington Trust, National Association, as owner trustee (and any successor owner trustee as provided herein, the “Owner Trustee”). The Beneficiary and Owner Trustee hereby agree as follows:
as Issuer and U.S. BANK NATIONAL ASSOCIATION as Indenture Trustee and as Securities Intermediary SERIES [•] INDENTURE SUPPLEMENT dated as of [Month] [Day], 2012 to INDENTURE dated as of [Month] [Day], 2012Indenture Supplement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • New York
SERIES [•] INDENTURE SUPPLEMENT, dated as of [Month] [Day], 2012 (this “Indenture Supplement”), by and between 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”) and as the initial Securities Intermediary.
OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTS AND AMENDED AND RESTATED INDENTUREIndenture Amendment • September 26th, 2018 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
This OMNIBUS AMENDMENT TO INDENTURE SUPPLEMENTS, dated as of September 21, 2018 (the “Amendment”) is entered into by and between BARCLAYS DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, as the Indenture Trustee (the “Indenture Trustee”).
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1Indenture Supplement • June 11th, 2015 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
SERIES 2015-2 INDENTURE SUPPLEMENT, dated as of June 10, 2015 (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”).
ContractSeller Agreement • November 1st, 2016 • Barclays Dryrock Issuance Trust • Asset-backed securities • New York
SECOND AMENDED AND RESTATED SELLER AGREEMENT (this “Agreement”), dated as of August 1, 2012, as amended and restated as of December 17, 2013, and as of November 1, 2016, by and between BARCLAYS BANK DELAWARE (“BBD”), a Delaware banking corporation, and BARCLAYS DRYROCK FUNDING LLC, a Delaware limited liability company (“Dryrock Funding”).
