Exhibit 10.4
Draft: 15 August 2003
Class C Confirmation
Confirmation to the
1992 ISDA Master(R) Agreement
relating to the Class C Swap Agreement
Dated [ ] September 2003
GRACECHURCH CARD FUNDING (NO. 5) PLC
Re: Transaction between Barclays Bank PLC ("Party A") and Gracechurch Card
Funding (No. 5) PLC ("Party B")
Dear Sirs:
The purpose of this letter agreement is to confirm the terms and conditions of
the Swap Transaction entered into between you and us on the Trade Date specified
below (the "Swap Transaction"). References herein to a Transaction shall be
deemed to be references to a Swap Transaction for the purposes of the
Definitions.
The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those Definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation incorporates the ISDA Master Agreement, including the
schedule thereto (the "ISDA Master") dated as of [ ] September 2003,
between you and us and this Confirmation, together with the ISDA Master,
constitutes a single agreement (the "Agreement"). All provisions
contained in the ISDA Master apply to this Confirmation except as
expressly modified below.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Barclays Bank PLC
Party B: Gracechurch Card Funding (No. 5) PLC
Trade Date: [ ] September 2003
Effective Date: [ ] September 2003; provided, however,
that effectiveness is subject to the
issuance of the Notes and the receipt
by the Series 03-3 Issuer on or prior
to [ ] September 2003 of unconditional
confirmation that upon issue the Class
C Notes will be rated Baa1 by Xxxxx'x
and BBB by Standard & Poor's.
Termination Date: [ ] September 20[ ], subject to
adjustment in accordance with the
Following Business Day
Convention, and subject to adjustment
in accordance with Section 3.3 below
Business Days for USD: A day other than a Saturday, a Sunday
or a day on which banking institutions
in London, England or New York, New
York are authorised or obliged by law
to be closed
Business Days for GBP: Any day other than a
Saturday, a Sunday or a day on which
banking institutions in London,
England or New York, New York are
authorised or obliged by law to be
closed
Calculation Agent Party A
Initial Exchange Amounts and Final Exchange Amounts
Party A Initial Exchange Amount: GBP [ ]
Party A Initial Exchange Date: Effective Date
Party A Final Exchange Amount: Party A Currency Amount on the
Termination Date
Party A Final Exchange Date: Termination Date
Party B Initial Exchange Amount: USD [ ]
Party B Initial Exchange Date: Effective Date
Party B Final Exchange Amount: Party B Currency Amount on the
Termination Date
Party B Final Exchange Date: Termination Date
Party A Floating Rate Amounts
Party A Floating Rate Payer: Party A
Party A Currency Amount: USD [ ] (subject to adjustment during
the Redemption Period as set out
herein)
Party A Floating Rate Payer
Period End Dates: The 15th day of each calendar month
from and including [ ]
[October/November] 2003 to and
including the Termination Date, in
each case subject to adjustment in
accordance with the Following Business
Day Convention
Party A Floating Rate Payer
Payment Dates: Each Party A Floating Rate Payer
Period End Date. Party A will provide
a clearing system
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notice as to the amount to be paid on
each Party A Floating Rate Payer
Payment Date 2 Business Days prior to
each such Party A Floating Rate Payer
Payment Date
Party A Floating Rate Option: LIBOR for USD as calculated in
accordance with Condition 5 of the
Conditions for the Notes, provided for
the first Calculation Period the Party
A Floating Rate Option shall be an
interpolated rate for one and two
month LIBOR calculated in accordance
with Condition 5 of the Conditions for
the Notes; and provided further that
any reference to "London Banking Day"
in the Agreement shall not be utilised
in calculating the Party A Floating
Rate Option in respect of any Reset
Date and shall be read instead as a
reference to "quotation date" as
defined in Condition 5 of the
Conditions for the Notes
Calculation Periods for Party A
Floating Rate Amounts: Each period from, and including, the
Party A Floating Rate Payer Period End
Date to, but excluding, the next
following Party A Floating Rate Payer
Period End Date, provided that (a) the
first such Calculation Period for
Party A Floating Rate Amounts shall be
from, and including, the Effective
Date to, but excluding [ ]
[October/November] 2003 and (b) the
last such Calculation Period for Party
A Floating Rate Amounts shall end on,
but exclude, the Termination Date
Designated Maturity: 1 month, provided that in respect of
the first Calculation Period, it shall
be for the period from (and including)
[ ] September 2003 to (but excluding)
[ ] [October/November] 2003
Spread: [ ]%
Party A Floating Rate
Day Count Fraction: Actual/360 as calculated in accordance
with Condition 5 of the Conditions for
the Notes
Reset Dates: First day of each Calculation Period
Party B Floating Rate Amounts
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Party B Floating Rate Payer: Party B
Party B Currency Amount: GBP [ ] (subject to adjustment during
the Redemption Period as set out
below)
Party B Floating Rate Payer
Period End Dates: The 15th day of each December, March,
June and September to and including
the Termination Date, in each case
subject to adjustment in accordance
with: (a) the Following Business Day
Convention, and (b) the Redemption
Period as set out below (following
which the Party B Floating Rate Payer
Period End Date shall be the Amended
Party B Floating Rate Payer Period End
Date)
Party B Floating Rate Payer
Payment Dates: [ ] [October/November] 2003 and
thereafter the 15th day of each
calendar month to and including the
Termination Date, in each case subject
to adjustment in accordance with the
Following Business Day Convention
Party B Floating Rate Option: GBP-LIBOR-BBA calculated in accordance
with the Series 03-3 Class C Debt
Amount, and utilising the Moneyline
Telerate Page specified therein,
provided that in respect of the first
Calculation Period the Party B
Floating Rate Option shall be a linear
interpolation of the GBP-LIBOR-BBA
rates for the first Calculation Period
and calculated in accordance with the
Series 03-3 Class C Debt Amount
Calculation Periods for Party B
Floating Rate Amounts: Each period from, and including, one
Party B Floating Rate Payer Period End
Date to, but excluding, the next
following Party B Floating Rate Payer
Period End Date, provided that the
first such Calculation Period for
Party B Floating Rate Amounts shall be
from, and including, the Effective
Date to, but excluding, [ ]
[October/November], (b) the last such
Calculation Period for Party B
Floating Rate Amounts shall end on,
but exclude, the Termination Date
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Designated Maturity: In respect of (a) the first
Calculation Period, the period from
(and including) the Effective Date to
(but excluding) [ ] [October/November]
2003; (b) the second Calculation
Period, the period from (and
including) [ ] [October/November] 2003
to (but excluding) [ ]
[November/December] 2003; and (c)
Calculation Periods thereafter, 3
months (subject to adjustment during
the Redemption Period as set out
below)
Spread: [ ]%
Party B Floating Rate
Day Count Fraction: A fraction, the numerator of which is
the actual number of days in such
Calculation Period and the denominator
of which is 365 (or 366 in the case of
any Calculation Period ending in a
leap year) as calculated in accordance
with the interest rate applicable to
the Series 03-3 Class C Debt Amount
Reset Dates: First day of each Calculation Period
3. Details of Variation to Agreement:
3.1 Taxation: Neither Party A nor Party B is under any obligation to gross
up any payments to be made under this Agreement for amounts withheld
with respect to any Tax. In the event that a Tax is imposed such that
Party B's payment hereunder shall be net of the amount of any Taxes so
withheld, accounted for, deducted or suffered, then Party A's payment
obligation shall be reduced in proportion to the amount by which the
payments to be made by Party B are so reduced. In the event that a Tax
is imposed such that Party A's payment hereunder shall be net of the
amount of any Taxes so withheld, accounted for, deducted or suffered,
then (subject to the first sentence of this Section 3.1 and Section 3.2,
3.3 and 3.4 below) the payment obligations of Party B shall remain the
same.
3.2 Interest Deferral:
(A1) The obligation of Party B to pay the Party B Floating Rate Amount on any
Party B Floating Rate Payer Payment Date will be reduced to the extent
that, on such Party B Floating Rate Payer Payment Date, the amount of
MTN Issuer Available Funds (Series 03-3 Class C), and hence the amount
of Party B Available Funds (Series 03-3 Class C), is less than the
Party B Floating Rate Amount calculated for such Party B Floating Rate
Payer Payment Date (the amount of any such reduction, the "Deferred
Interest Amount" for that Party B Floating Rate Payer Payment Date).
"MTN Issuer Available Funds (Series 03-3 Class C)" means, in relation
to any Party B Floating Rate Payer Payment Date, the aggregate amount of
Finance Charge Collections and Acquired Interchange that is distributed
by the Receivables Trustee to Barclaycard
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Funding plc (the "MTN Issuer") by the Receivables Trustee (and deposited
in the Series 03-3 Distribution Account) on the related Distribution
Date in respect of the Class C Monthly Finance Amount (provided that,
for the avoidance of doubt, MTN Issuer Available Funds (Series 03-3
Class C) excludes any amounts distributed by the Receivables Trustee to
the MTN Issuer in respect of Excess Finance Charge Amounts). "Party B
Available Funds (Series 03-3 Class C)" means, in relation to any Party
B Floating Rate Payer Payment Date, the amount that is available to
Party B for payment of the Party B Floating Rate Payer Payment Amount
calculated for that Party B Floating Rate Payer Payment Date in
accordance with the priority of payments set forth in the Trust Deed
(provided that, for the avoidance of doubt, Party B Available Funds
(Series 03-3 Class C) shall exclude any amounts received by Party B in
respect of Further Interest on the Series 03-3 MTN Certificate).
The obligation of Party A to pay the Party A Floating Rate Amount on any
Party A Floating Rate Payer Payment Date will be reduced by an amount
equal to the Party A Floating Rate Amount otherwise payable on such
Party A Floating Rate Payer Payment Date (prior to any adjustment
thereof in accordance with this Section 3.2) multiplied by the Reduction
Ratio. The "Reduction Ratio" is a fraction equal to:
Deferred Interest Amount
------------------------------------
Aggregate Party B Payment Amount
The "Aggregate Party B Payment Amount" is equal to the Party B Floating
Rate Amount, before any adjustment thereof in accordance with the terms
of the provisions of this Section 3.2, that would otherwise have been
payable on such Party B Floating Rate Payer Payment Date.
(B) In the event that, on any Party B Floating Rate Payer Payment Date,
there are any MTN Issuer Make-up Funds (Series 03-3 Class C) and hence
any Party B Make-up Funds (Series 03-3 Class C) (any such amount for
the relevant Party B Floating Rate Payer Payment Date, an "Additional
Party B Amount"), the obligation of Party B to pay the Party B Floating
Rate Amount on any Party B Floating Rate Payer Payment Date shall be
increased by the Additional Party B Amount.
Accordingly, on such Party B Floating Rate Payer Payment Date, Party B
shall pay the Party B Floating Rate Amount that would otherwise have
been calculated for that Party B Floating Rate Payer Payment Date as
well as any Additional Party B Amount. "MTN Issuer Make-up Funds (Series
03-3 Class C)" means, in relation to any Party B Floating Rate Payer
Payment Date, the aggregate amount of Finance Charge Collections and
Acquired Interchange that is distributed by the Receivables Trustee to
the MTN Issuer on the related Distribution Date by deposit to the Series
03-3 Distribution Account in respect of either of the following: (a) the
Class A1 Deficiency Amount (if and to the extent that the same is
attributable to the Class C Monthly Finance Amount for any earlier
Distribution Date); and (b) the Class C Additional Finance Amount (if
and to the extent that the same is attributable to the Class A1
Deficiency Amount for any earlier Distribution Date), provided that, for
the avoidance of doubt, the MTN Issuer Make-up Funds (Series 03-3 Class
C) shall exclude any
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amounts distributed by the Receivables Trustee to the MTN Issuer in
respect of Excess Finance Charge Amounts. "Party B Make-up Funds (Series
03-3 Class C)" means, in relation to any Party B Floating Rate Payer
Payment Date, the amount that is available to Party B for payment of the
Additional Party B Amount in accordance with the priority of payments
set forth in the Trust Deed, provided that, for the avoidance of doubt,
Party B Make-up Funds (Series 03-3 Class C) shall exclude any amounts
received by Party B in respect of Further Interest on the Series 03-3
MTN Certificate.
The obligation of Party A to pay the Party A Floating Rate Amount on any
Party A Floating Rate Payer Payment Date will be increased by an amount
(the "Additional Party A Amount") equal to the Party A Floating Rate
Amount otherwise payable on such Party A Floating Rate Payer Payment
Date (prior to any adjustment thereof in accordance with this Section
3.2) multiplied by the Increase Ratio. Accordingly, on such Party A
Floating Rate Payer Payment Date, Party A shall pay the Party A Floating
Rate Amount as well as the Additional Party A Amount. The "Increase
Ratio" is a fraction equal to:
Additional Party B Amount
--------------------------------------
Aggregate Party B Payment Amount
3.3 Redemption Period.
On the earliest to occur of (a) the Series 03-3 Scheduled Redemption
Date in the event that the Series 03-3 Class C Debt Amount is not
redeemed in full on such date, (b) the first distribution date for the
Regulated Amortisation Period, or (c) the first distribution date for
the Rapid Amortisation Period (any such event, a "Redemption Trigger")
then the following provisions shall apply.
The "Redemption Period End Date" is the earlier of (a) the Party B
Floating Rate Payer Payment Date falling in September 20[ ], and (b) the
date upon which the Series 03-3 Class C Debt Amount is redeemed in
full.
From the occurrence of the Redemption Trigger, the Termination Date
shall be amended to be the Redemption Period End Date. The period from
and including the date on which the Redemption Trigger occurs and the
Redemption Period End Date is called the "Redemption Period".
During the Redemption Period:
(a) the Party B Floating Rate Payer Period End Date shall be amended
(each such Party B Floating Rate Payer Period End Date
thereafter, an "Amended Party B Floating Rate Payer Period End
Date") to be the 15th day of each calendar month, subject to
adjustment in accordance with the Following Business Day
Convention, provided that if the Redemption Period commences on
a day other than a date which would otherwise have been a Party
B Floating Rate Payer Period End Date (but for adjustment in
accordance with this Section 3.3) then the first Amended Party B
Floating Rate Payer Period End Date shall be the Party B
Floating Rate Payer Period End Date which would have occurred
but for
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adjustment in accordance with this Section 3.3 and thereafter
each Amended Party B Floating Rate Payer Period End Date shall
be the 15th day of each calendar month, subject to adjustment in
accordance with the Following Business Day Convention; and
(b) the Designated Maturity for Party B shall change to 1 month
commencing on the first Amended Party B Floating Rate Payer
Period End Date.
3.4 Amortisation of Party A Currency Amount and Party B Currency Amount
during Redemption Period
During the Redemption Period, on each Party B Floating Rate Payer Period
End Date (including the Series 03-3 Scheduled Redemption Date if the
Redemption Trigger falls on the Series 03-3 Scheduled Redemption Date),
the Party B Currency Amount shall be reduced (for the next following
Calculation Period for Party B) by the amount on deposit on that Party B
Floating Rate Payer Period End Date in the Series 03-3 Issuer Account
and referable to the Series 03-3 Class C Debt Xxxxxx and credited to
the Class C Notes Principal Xxxxxx (the amount of such reduction, the
"Party B Amortisation Amount"). On each Party B Floating Rate Payer
Payment Date corresponding to such Party B Floating Rate Payer Period
End Date, Party B shall pay to Party A an amount equal to the Party B
Amortisation Amount.
During the Redemption Period, on each Party A Floating Rate Payer Period
End Date (including the Series 03-3 Scheduled Redemption Date if the
Redemption Trigger occurs on the Series 03-3 Scheduled Redemption Date),
the Party A Currency Amount shall be reduced (for the next following
Calculation Period for Party A) by an amount (the "Party A Amortisation
Amount") calculated as specified below. The Party A Amortisation Amount
is equal to A x B/C where:
A = the Party A Currency Amount calculated on the Effective Date
B = the Party B Amortisation Amount applicable on the Party B Floating
Rate Payer Period End Date occurring on such Party A Floating Rate Payer
Period End Date
C = the Party B Currency Amount calculated on the Effective Date.
On each Party A Floating Rate Payer Payment Date, Party A shall pay to
Party B an amount equal to the Party A Amortisation Amount, if any.
If the Termination Date occurs at the end of the Redemption Period, to
the extent that, on the Termination Date, there are no funds in respect
of principal deposited in the Series 03-3 Distribution Account for Class
C, and hence no funds (in respect of principal) deposited by the MTN
Issuer in the Series 03-3 Issuer Account and referable to the Series
03-3 Class C Debt Amount, on and with effect from on the Termination
Date each of the Party B Currency Amount and the Party A Currency Amount
shall be reduced to zero.
4. Account Details
Account for Barclays Bank PLC
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Payments to Party A SWIFT: XXXXXX00
in GBP: Sort code: 20-00-00
Beneficiary: Barclays Swaps
Beneficiary Account: 00000000
Account for Barclays Bank PLC NY
Payments to Party A SWIFT: BARCUS33
in USD Beneficiary: Barclays Swaps and Options Group NY
Beneficiary Account: 000-00000-0
Account for Barclays Bank PLC
Payments to Party B Sort code: 20-19-90
in GBP: Account number: [ ]
Account for Barclays Bank PLC
Payments to Party B Sort code: 20-19-90
in USD: Account number: [ ]
5. Contact for Party A Documentation and Operations:
Barclays Bank PLC
Attention: Derivatives Director, Legal Division (marked
urgent)
Telephone: x00 00 0000 0000
Fax No: x00 00 0000 0000
6. Governing Law: England
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
BARCLAYS BANK PLC
By:
Title:
Confirmed as of the date first written:
GRACECHURCH CARD FUNDING (NO. 5) PLC
By:
Per pro SFM Directors (No. 2) Limited, as Director
Title: Authorised Signatory
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