EXHIBIT 10.2
SCHEDULE
TO THE MASTER AGREEMENT
DATED AS OF [*] NOVEMBER 2005
between
BARCLAYS BANK PLC
("PARTY A")
and
GRACECHURCH CARD FUNDING (NO. 11) PLC
("PARTY B")
PART 1
TERMINATION PROVISIONS
1.1 "SPECIFIED ENTITY" for the purpose of Sections 5(a)(v), 5(a)(vi),
5(a)(vii) and 5(b)(iv) will not apply to Party A or Party B.
1.2 "SPECIFIED TRANSACTION" has the meaning specified in Section 14.
1.3 The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to
Party A and will not apply to Party B.
1.4 The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
apply to Party A and will not apply to Party B.
1.5 The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
apply to Party A or to Party B.
1.6 PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
1.7 "TERMINATION CURRENCY" means (a) in the case of a payment due from Party
A, the lawful currency for the time being of the United States of
America, and (b) in the case of a payment due from Party B, the lawful
currency for the time being of the United Kingdom.
1.8 "BANKRUPTCY" sub-clause (2) of Section 5 (a)(vii) shall not apply to
Party B.
1.9 ADDITIONAL TERMINATION EVENTS
(a) ADDITIONAL TERMINATION EVENTS. The following shall constitute Additional
Termination Events:
(i) ENFORCEMENT NOTICE. An Enforcement Notice is served upon Party
B by the Note Trustee and, with respect to such Additional
Termination Event, Party B shall be the sole Affected Party.
(ii) RATING EVENT. A Rating Event as defined in Part 5.2 shall have
occurred. Party A shall be the sole Affected Party in respect
thereof.
(iii) WITHHOLDING TAX EVENT. In the event that there is a withholding
tax imposed (1) in relation to the Party B's payments under the
Notes; (2) in relation to any payments to Party B under the
Series 05-4 MTN; (3) in relation to Party B's payments under
this Agreement, (4) in relation to Party A's payments under
this Agreement (following the expiration of a period of 30 days
from Party B or the Note Trustee becoming aware of the
imposition of such withholding tax and notwithstanding Party
A's obligations in relation to Section 6(b)(ii)(2) of this
Agreement); provided that: (A) with respect to the Additional
Termination Events set out in this paragraph 1.9(a)(iii), for
purposes of Section 6(b)(iv) of the Agreement (Right to
Terminate), Party A shall be the sole Affected Party (and
provided further that in the event that Party B exercises its
right to terminate in accordance with the Agreement, the
relevant class of Noteholders in respect of the relevant
Agreement shall first have directed the Note Trustee to
terminate the relevant Agreement by way of extraordinary
resolution); (B) with respect to the Additional Termination
Events set out in this paragraph 1.9(a)(iii)(1), 1.9(a)(iii)(2)
and/or 1.9(a)(iii)(3), for purposes of all calculations and
payments in respect of early termination as provided by Section
6(e) of this Agreement (Payments on Early Termination), Party B
shall be considered to be the sole Affected Party for purposes
of all such calculations.
(iv) DECLARATION OF PURPOSE TRUST - CESSATION OF SERIES 05-4
INVESTOR BENEFICIARY INTEREST. The subject (being the Series
05-4 Investor Beneficiary Interest) of the Declaration of
Purpose Trust has been reduced to zero and is not capable of
reinstatement and, with respect to such Additional Termination
Event, Party B shall be the sole Affected Party, provided
always that: (1) the provisions of Section 6(e) of this
Agreement will not apply to the Additional Termination Event
contained in this sub-paragraph (iv); and (2) in connection
with any Additional Termination Event in this sub-paragraph
(iv) any Early Termination Amount shall be zero.
1.10 The "TAX EVENT" provisions of Section 5(b)(ii) (and accordingly
5(b)(iii)) will not apply to Party A and Party B. Party A shall not be
entitled to terminate any Transaction pursuant to Section 5(b)(iii) if
it is the Affected Party (as defined in that section).
PART 2
TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party B will not make any representation and Party A
will make the following representation:
"It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for
or on account of any Tax from any payment (other than interest
under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
made by it to the other party under this Agreement. In making
this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section
3(f) of this Agreement, (ii) the satisfaction of the agreement
contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement and (iii) the satisfaction of the agreement of the
other party contained in Section 4(d) of this Agreement,
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provided that it shall not be a breach of this representation
where reliance is placed on clause (ii) and the other party
does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial
position."
(b) PAYEE TAX REPRESENTATIONS For the purposes of Section 3(f) of
this Agreement, Party A will make the following representation:
"Party A is entering into the Transactions through a
branch in the United Kingdom within the charge to United
Kingdom corporation tax and holds the Transactions
solely for the purpose of a trade carried on by party A
through that branch otherwise than as agent or nominee
for another person."
PART 3
AGREEMENT TO DELIVER DOCUMENTS
(a) Tax forms, documents or certificates to be delivered are:
PARTY REQUIRED TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE
DELIVER DOCUMENT DELIVERED
Party A and Party B Any document required or Promptly upon the
reasonably requested to reasonable demand
allow Party A or Party B by the other party
to make payments under
this Agreement without
any deduction or
withholding for or on
account of any tax or
with such deduction or
withholding at a reduced
rate or to enable the
relevant party to claim
back or be refunded for
any amount of Tax so
withheld or deducted where
such relevant party
received a payment under
this Agreement net of
such Tax
(b) Other documents to be delivered are:
PARTY REQUIRED FORM/DOCUMENT/ DATE BY WHICH COVERED BY
TO DELIVER CERTIFICATE TO BE DELIVERED SECTION 3(D)
DOCUMENTS
Party A and Evidence satisfactory Upon execution Yes
Party B to the other party as of this Agreement
to the authority of and the relevant
its signatories to Confirmation, as
this Agreement and to applicable
each Confirmation
including specimen
signatures of such
signatories
Party A and Evidence satisfactory Upon execution of Yes
Party B to the other party as this Agreement
to its capacity and
ability to enter into
this Agreement and
any Transaction
hereunder
Party B A legal opinion in a Upon execution of No
form satisfactory to this Agreement
Party A
Party B A duly executed copy Upon execution of No
of the Trust Deed this Agreement
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PART 4
MISCELLANEOUS
4.1 ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
Addresses for notices or communications to Party A:
For notices regarding operation, payment and confirmation matters only,
notices should be sent to the address of the relevant branch set out in
the relevant Confirmation (as may be amended from time to time), with a
copy in the case of notices or communications relating to Sections 5, 6,
7, 11 or 13 to:
ADDRESS: 5 Xxx Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX
ATTENTION: Derivatives Director, Legal Division (marked urgent)
FACSIMILE NO: (+44) 207 773 4932TELEPHONE NO:(x00) 000 000 0000
WITH A COPY TO: Note Trustee
ADDRESS: Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
Addresses for notices or communications to Party B:
ADDRESS: 0 Xxxxxxxxx Xxxxx, Xxxxxx, X00 0XX
ATTENTION: The Directors
FACSIMILE NO: x00 000 000 0000
WITH A COPY TO: Note Trustee
ADDRESS: Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX
4.2 PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: None
Party B appoints as its Process Agent: None
4.3 OFFICES. The provisions of Section 10(a) will apply to this Agreement.
4.4 MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party, and will act through its London
branch. Party B is not a Multibranch Party.
4.5 CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
4.6 CREDIT SUPPORT DOCUMENT. None in respect of Party A and none in respect
of Party B.
4.7 CREDIT SUPPORT PROVIDER. Not applicable.
4.8 GOVERNING LAW. This Agreement will be governed by and construed in
accordance with English law.
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4.9 NETTING OF PAYMENTS. Section 2(c)(ii) of this Agreement will apply to
Transactions entered into under this Agreement.
4.10 NO SET-OFF.
(i) All payments under this Agreement shall be made without set-off
or counterclaim, except as expressly provided for in Section
2(c) or Section 6.
(ii) Section 6(e) shall be amended by the deletion of the following
sentence; "The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will
be subject to any set-off.
4.11 "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
4.12 ADDITIONAL REPRESENTATION.
(a) Section 3 is amended by the addition at the end thereof of the following
additional representations:
"(g) NO AGENCY. It is entering into this Agreement and each
Transaction as principal and not as agent of any
person."
(b) The following additional representation shall be given by Party A only:
"(h) PARI PASSU. Its obligations under this Agreement rank
pari passu with all of its other unsecured,
unsubordinated obligations except those obligations
preferred by operation of law."
4.13 CALCULATIONS
In the event that Party A is the sole Affected Party or Defaulting
Party, Party B will be entitled (but not obliged in the event that it
does not designate an Early Termination Date) to proceed in accordance
with Section 6 of the Agreement, subject to the following:
(i) For the purposes of Section 6(d)(i), Party B's obligation with
respect to the extent of information to be provided with its
calculations is limited to information Party B has already
received in writing and provided Party B is able to release
this information without breaching the provisions of any law
applicable to, or any contractual restriction binding upon,
Party B.
(ii) The following amendments shall be deemed to be made to the
definitions of "MARKET QUOTATION":
(a) the word "firm" shall be added before the word
"quotations" in the second line;
(b) the words "provided that the documentation relating
thereto is either the same as this Agreement and the
existing confirmations hereto (and the short-term,
unsecured and unsubordinated debt obligations of the
Reference Market-maker are rated not less than "P-1" by
Xxxxx'x and the long-term, unsecured and unsubordinated
debt obligations of the Reference Market-maker are rated
not less than "A1" by Xxxxx'x or Xxxxx'x has confirmed
in writing such proposed documentation and proposed
counterparty will not adversely impact the ratings of
the Notes shall be added after "agree" in the sixteenth
line; and
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(c) the last sentence shall be deleted and replaced with the
following:
"If, on the last date set for delivery of quotations,
exactly two quotations are provided, the Market
Quotation will be the arithmetic mean of the quotations
both in the case where (a) there would be a sum payable
by Party B to Party A, and (b) there would be a sum
payable by Party A to Party B. If only one quotation is
provided on such date, Party B may, in its discretion,
accept such quotation as the Market Quotation and if
Party B does not accept such quotation (or if no
quotation has been provided), it will be deemed that the
Market Quotation in respect of the Terminated
Transaction cannot be determined."
(iii) For the purpose of the definition of "MARKET QUOTATION", and
without limiting the general rights of Party B under the
Agreement:
(A) Party B will undertake to use its reasonable efforts to
obtain at least three firm quotations as soon as
reasonably practicable after the Early Termination Date
and in any event within the time period specified
pursuant to (iii)(C) below;
(B) Party A shall, for the purposes of Section 6(e), be
permitted to obtain quotations from Reference
Market-makers; and
(C) if no quotations have been obtained within 6 Local
Business Days after: (i) the occurrence of the Early
Termination Date; (ii) the date on which a request is
made of Party A in accordance with sub-paragraph (iv)
below; or (iii) such longer period as Party B may
specify in writing to Party A, then it will be deemed
that the Market Quotation in respect of the Terminated
Transaction cannot be determined.
(iv) Party B will be deemed to have discharged its obligations under
(iii)(A) above if it promptly requests, in writing, Party A
(such request to be made within two Local Business Days after
the occurrence of the Early Termination Date) to obtain
quotations from Reference Market-makers.
(v) Party B will not be obliged to consult with Party A as to the
day and time of obtaining any quotations.
PART 5
OTHER PROVISIONS
5.1 OBLIGATIONS. In Section 2(a)(iii) the words "or Potential Event of
Default" shall be deleted.
5.2 RATING EVENT
(i) (x) If, at any time, the long-term, unsecured and unsubordinated
debt obligations of Party A (or its successor) cease to be
rated at least as high as A1 (or its equivalent) by Xxxxx'x
(and, at such time, the long-term, unsecured and unsubordinated
debt obligations of any co-obligor to Party A are not rated as
high as A1 (or its equivalent) by Xxxxx'x (such ratings
together the "XXXXX'X REQUIRED RATINGS I")), then Party A will,
at its own cost within 30 days from ceasing to meet Xxxxx'x
Required Ratings I:
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(a) transfer all of its rights and obligations with respect to this
Agreement to either (x) a replacement third party with the
Xxxxx'x Required Ratings I domiciled in the same legal
jurisdiction as Party A or the Issuer or (y) a replacement
third party agreed by Xxxxx'x; or
(b) procure another person to become co-obligor in respect of the
obligations of Party A under this Agreement. Such co-obligor
may be either (x) a person with the Xxxxx'x Required Ratings I
domiciled in the same legal jurisdiction as Party A or the
Issuer, or (y) a person agreed by Xxxxx'x; or
(c) take such other action as Party A may agree with Xxxxx'x; or
(d) at its own cost, lodge collateral in an amount determined in
accordance with the Xxxxx'x Criteria as set out in the Credit
Support Annex to this Schedule in support of its obligations
under this Agreement (or other lesser amount which might be
agreed with Xxxxx'x).
If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time,
all collateral (or the equivalent thereof, as appropriate) transferred
by Party A pursuant to (i)(x)(d) above will be retransferred to Party A
and Party A will not be required to transfer any additional collateral.
(i) (y) If, at any time, (i) the long-term, unsecured and
unsubordinated debt obligations of Party A (or its successor)
cease to be rated at least as high as A3 (or its equivalent) by
Xxxxx'x or (ii) the short-term, unsecured and unsubordinated
debt obligations of Party A (or its successor) cease to be
rated at least as high as P-1 (or its equivalent) by Xxxxx'x
(such ratings together the "XXXXX'X REQUIRED RATINGS II") (and,
at such time, the long-term, unsecured and unsubordinated debt
obligations or the short-term, unsecured and unsubordinated
debt obligations of any co-obligor to Party A are not rated as
high as the Xxxxx'x Required Ratings I, then Party A will, on a
best efforts basis and at its own cost attempt to:
(a) transfer all of its rights and obligations with respect
to this Agreement to either (x) a replacement third
party with the Xxxxx'x Required Ratings I domiciled in
the same legal jurisdiction as Party A or the Issuer or
(y) a replacement third party agreed by Xxxxx'x; or
(b) procure another person to become co-obligor in respect
of the obligations of Party A under this Agreement. Such
co-obligor may be either (x) a person with the Xxxxx'x
Required Ratings I domiciled in the same legal
jurisdiction as Party A or the Issuer, or (y) a person
agreed by Xxxxx'x; or
(c) take such other action as Party A may agree with
Xxxxx'x.
Pending compliance with (i)(y)(a), (i)(y)(b) or (i)(y)(c)
above, Party A will, at its own cost:
(d) within the later of 10 days from ceasing to meet Xxxxx'x
Required Ratings II or 30 days from ceasing to meet
Xxxxx'x Required Ratings I, lodge collateral in an
amount determined in accordance with the Xxxxx'x
Criteria (as defined in the Credit Support Annex to this
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Schedule) in support of its obligations under this
Agreement (or other lesser amount which might be agreed
with Xxxxx'x).
If any of (i)(y)(a), (i)(y)(b) or (i)(y)(c) are satisfied at
any time, all collateral (or the equivalent thereof, as
appropriate) transferred by Party A pursuant to (i)(y)(d) above
will be retransferred to Party A and Party A will not be
required to transfer any additional collateral.
In relation to paragraphs 5.2(i)(x)(d) and 5.2(i)(y)(d) above,
Party A will, upon receipt of reasonable notice from Xxxxx'x
demonstrate to Xxxxx'x the calculation by it of the
xxxx-to-market value of the outstanding Transactions.
If Party A fails to comply with 5.2(i)(y)(d) of the Schedule
such failure shall give rise to an Event of Default with
respect to Party A and shall be deemed to have occurred on the
tenth day from ceasing to meet Xxxxx'x Required Ratings II with
Party A as the Defaulting Party. Further, it shall constitute
an Additional Termination Event with respect to Party A if,
even after satisfying the requirements of 5.2(i)(y)(d) of the
Schedule, Party A has failed within 30 days of ceasing to meet
Xxxxx'x Required Ratings II to either:
(a) transfer all of its rights and obligations with respect
to this Agreement to a replacement third party with the
Required Ratings domiciled in the same legal
jurisdiction as Party A or Party B; or
(b) procure another person with the Required Ratings which
is domiciled in the same legal jurisdiction as Party A
or Party B to become co-obligor in respect of the
obligations of Party A under this Agreement; or
(c) take such other action agreed with Xxxxx'x,
and such Additional Termination Event shall be deemed to have
occurred on the thirtieth day from Party A ceasing to meet
Xxxxx'x Required Ratings II with Party A as the sole Affected
Party and all Transactions shall be Affected Transactions.
In the event that Party B were to designate an Early
Termination Date and there would be a payment due to Party A,
Party B may only designate such Early Termination Date in
respect of an Additional Termination Event under this Clause
5.2 if Party B has found a replacement counterparty willing to
enter into a new transaction on terms that reflect as closely
as reasonably possible (as Party B may, in its absolute
discretion, determine) the economic and legal terms of the
Terminated Transactions with Party A.
(ii) (x) If, at any time, (i) the short-term unsecured, unsubordinated
and unguaranteed debt obligations of Party A (or its successor)
are assigned a rating of less than A-1+ by S&P (the "INITIAL
S&P REQUIRED RATING") or (ii) any such rating is withdrawn by
S&P, then Party A will, at its own cost, within 30 days from
ceasing to meet the Iinitial S&P Required Rating, use its best
endeavours (at the option of Party A) to:
(a) transfer and assign its rights and obligations under
this Agreement and the Transaction dated the same date
hereof between Party A and Party B to either (x) a third
party having the Initial S&P Required Rating or (y) a
replacement third party agreed by S&P; or
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(b) enter into an agreement with a third party, having
either (x) the Initial S&P Required Rating or (y) a
party agreed with S&P, which party will guarantee the
obligations of Party A under this Agreement; or
(c) at its own cost, lodge collateral in an amount
(notwithstanding any provisions of any credit support
annex in respect of this Agreement) determined in
accordance with the then applicable S&P Criteria (as
defined in the Credit Support Annex to this Schedule) in
support of its obligations under this Agreement (or
other lesser amount which might be agreed with S&P); or
(d) find any other solution acceptable to S&P to maintain
the then current rating of the Notes.
(ii) (y) In the event that the rating of the long-term, unsecured and
unsubordinated debt obligations of Party A (or its successor)
or any credit support provider from time to time in respect of
Party A ceases to be rated at least as high as BBB- by S&P and,
as a result of such downgrading, the then current rating of the
debt obligations of Party A are downgraded or placed under
review for possible downgrade by S&P (a "SUBSEQUENT S&P
REQUIRED RATING"), Party A will:
(a) at its own cost and expense, use its reasonable
endeavours to take the action set out in sub-paragraph
(ii)(x)(a), (b) or (d) above immediately upon the
occurrence of Party A being assigned a rating of less
than the Subsequent S&P Required Rating; and
(b) if, at the time that Party A has been assigned a rating
of less than the Subsequent S&P Required Rating, Party A
has provided collateral pursuant to a xxxx-to-market
collateral arrangement put in place pursuant to
sub-paragraph (ii)(x)(c) above following Party A being
assigned a rating of less than the Initial S&P Required
Rating, continue to post collateral notwithstanding
Party A being assigned a rating of less than the
Subsequent S&P Required Rating until such time as the
action set out in sub-paragraph (ii)(y)(a) above has
been taken.
If the action set out in sub-paragraph (ii)(y)(a) above is
taken at any time, any collateral (or the equivalent thereof,
is appropriate) transferred by Party A pursuant to
sub-paragraph (ii)(x)(c) or (ii)(y)(b) above will be
transferred to Party A and Party A will not be required to
transfer any additional collateral in respect of such
Subsequent S&P Required Rating.
(iii) If Party A does not take the measures described in either (i)
or (ii) above, such failure shall not be or give rise to an
Event of Default (except in the case of a failure to post
collateral on ceasing to meet Xxxxx'x Required Ratings II as
set forth in 5.2(i)(y)) but shall constitute an Additional
Termination Event (a "RATING EVENT") with respect to Party A
and shall be deemed to have occurred on the thirtieth day
following such downgrade (as appropriate) with Party A as the
sole Affected Party and all Transactions shall be Affected
Transactions. Further, it shall constitute an Additional
Termination Event with respect to Party A if Party A fails to
satisfy one of (a), (b) or (c) under paragraph 5.2(i)(y) above,
(assuming for this purpose only that the words, "on a best
efforts basis and", and, "attempt to", are deleted from that
paragraph), and such Additional
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Termination Event shall be deemed to have occurred on the
thirtieth day following such downgrade (as appropriate) with
Party A as the sole Affected Party and all Transactions shall
be Affected Transactions.
5.3 DISAPPLICATION OF CERTAIN EVENTS OF DEFAULT AND TERMINATION EVENTS. The
provisions of Sections 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(v),
5(a)(vii)(7) and (9) shall not apply with respect to Party B. Section
5(a)(vii)(6) shall be amended in respect of Party B to remove the words
"seeks or" at the beginning of such Section 5(a)(vii)(6). Section
5(a)(vii)(8) will not apply to Party B to the extent that it applies to
Section 5(a)(vii)(7) and (9) (except to the extent that such provisions
remain unamended or modified).
5.4 AMENDMENT TO EVENTS OF DEFAULT AND TERMINATION EVENTS. At the end of
Section 5(a)(i) the addition of the following:
"(for the purposes of this Section failure to pay shall be deemed to
include circumstances where payment is made by a party but is
subsequently required to be repaid pursuant to any applicable laws or
regulations)".
5.5 INDEMNIFIABLE TAX. For the purposes of Section 2(d)(i)(4) no tax shall
be an Indemnifiable Tax.
5.6 GROSS-UP PROVISION
Neither Party A nor Party B will in any circumstances be required to pay
additional amounts in respect of any Indemnifiable Tax or be under any
obligation to pay to the other any amount in respect of any liability of
such other party for or on account of any Tax, and, accordingly, Section
2(d)(i)(4) and Section 2(d)(ii) of this Agreement shall not apply.
5.7 TRANSFERS. Section 7 of this Agreement is replaced in its entirety with
the following:
"(a) GENERAL
Save as provided in Part 5.2(i)(x)(a), (i)(y)(a) or (ii)(a) of
the Schedule to this Agreement and this paragraph, neither
party may transfer its interest hereunder or under any
Transaction to another party.
(b) TRANSFERS BY PARTY A
(i) Transfers by Party A if a Tax Event occurs and Party A
is the Affected Party.
(a) Section 6(b)(ii) shall not apply and Party A and
Party B will seek to find an alternative
counterparty to replace Party A so that such Tax
Event ceases; or
(b) Party A may, with the prior consent of Party B,
S&P, Moody's and the Trustee, within 20 days after
it gives notice under Section 6(b)(i) (or, if
earlier, on the relevant Scheduled Payment Date
next following the date upon which the Tax Event
occurs) transfer all its rights and obligations
under this Agreement in respect of the Affected
Transactions to any of its offices or branches or
any other person so that such Tax Event ceases to
exist;
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(c) In the event that Party A is unable to Transfer
the Affected Transactions in accordance with
Section 7(b)(i), a Termination Event will occur
with both parties being Affected Parties.
(ii) Transfers by Party A for any other reason
Party A may with the prior written consent of Party B,
S&P, Moody's and the Trustee, make a transfer of this
Agreement to any Affiliate of Party A (but without
prejudice to any other right or remedy under this
Agreement);
With respect to this Section 7(b), Party B, S&P, Moody's and
the Trustee shall not be entitled to withhold their consent to
a proposed transfer if:
(1) any transferee of Party A enters into documentation
identical or, subject to the Trustee's consent,
substantially identical to this Agreement and the
documents executed in connection with this Agreement;
(2) the short-term unsecured debt obligation of the
transferee of Party A, as rated by S&P and Xxxxx'x is,
at least "A-1+"/"Prime 1";
(3) as of the date of such transfer the Transferee will not,
as a result of such transfer, be required to withhold or
deduct on account of tax under this Agreement;
(4) a Termination Event or an Event of Default does not
occur under this Agreement as a result of such transfer;
and
(5) no additional amount will be payable by Party B to Party
A or the Transferee on the next succeeding Scheduled
Payment Date as a result of such transfer.
(c) TRANSFERS BY PARTY B
Neither this Agreement nor any interest in or under this
Agreement or any Transaction may be transferred by Party B to
any other entity save with Party A's prior written consent
EXCEPT THAT such consent is not required in the case of a
transfer, charge or assignment to the Trustee as contemplated
in the Deed of Charge. For the avoidance of doubt, Party A
hereby agrees and consents to the assignment by way of security
by Party B of its interests under this Agreement to the Trustee
(or any successor thereto) pursuant to and in accordance with
the Deed of Charge and acknowledges notice of such assignment.
Party A and Party B acknowledge that the provisions of this
Agreement and any Transaction hereunder will be subject to (a)
the priority of payments set out in the Ninth Schedule to the
Trust Deed and (b) the Deed of Charge each dated of even date
of this Agreement without regard to any subsequent amendments
thereto.
Any transfer by Party B shall be subject to the consent of the
Trustee, S&P and Moody's."
5.8 REDUCTION OF PAYMENT OBLIGATIONS. In the event that any payment made by
Party B to Party A under a Transaction is less than the amount which
Party B would be required to pay Party A but for Part 5.9.2 below the
payment obligation of Party A to Party B shall
- 11 -
be rateably reduced to the extent of the reduction in the amount paid by
Party B to Party A. For the avoidance of doubt the payment of a reduced
amount by Party A under this Agreement shall not constitute a breach of
the payment obligations specified in Section 2(a)(i).
5.9 NO LIABILITY AND NO PETITION. Party A shall not be entitled to have
recourse for the payment or recovery of any monies owing to it by Party
B under this Agreement to any asset of Party B except to the extent
provided in the Deed of Charge. Accordingly:
5.9.1 Party A agrees that it shall not:
(i) take any corporate action or other steps or legal
proceedings for the winding-up, dissolution or
re-organisation or for the appointment of a receiver,
administrator, administrative receiver, trustee,
liquidator, sequestrator or similar officer of Party B
or of any or all Party B's revenues and assets; or
(ii) have any right to take any steps for the purpose of
obtaining payment of any amounts payable to it under
this Agreement by Party B and shall not take any steps
to recover any debts whatsoever owing to it by Party B,
except as permitted by the Deed of Charge; and
5.9.2 If the net proceeds of realisation of the security constituted
by the Deed of Charge upon enforcement thereof in accordance
with the provisions of the Deed of Charge are less than the
aggregate amount payable in such circumstances by the Issuer to
Party A and the other parties to the Deed of Charge (the
"TRANSACTION PARTIES") (such negative amount being referred to
herein as a "shortfall"), the obligations of Party B in respect
of its obligations to Party A and the other Transaction Parties
(for the avoidance of doubt, not in respect of the Notes of
each Class) in such circumstances will be limited to such net
proceeds which shall be applied in accordance with the order of
priority set out in the Deed of Charge. In such circumstances,
the other assets (if any) of Party B will not be available for
payment of such shortfall, which shortfall shall be borne by
the Transaction Parties in accordance with the order of
priority set out in the Deed of Charge (applied in reverse
order), the rights of the Transaction Parties (other than the
Noteholders) to receive any further amounts in respect of such
obligations shall be extinguished and none of the Transaction
Parties (other than the Noteholders) may take any further
action to recover such amounts.
Only the Note Trustee may pursue the remedies available under
applicable laws, under the Notes, the Deed of Charge and under
the other Documents (including this Agreement) to enforce the
rights of the Noteholders, Party A, the Note Trustee or the
Expenses Loan Provider against the Issuer, and no Noteholder or
any of Party A, the Note Trustee or the Expenses Loan Provider
shall be entitled to proceed directly against the Issuer other
than in accordance with the Deed of Charge (including, without
limitation, Clause 17 (Limited Recourse; Non-Petition)
thereof).
5.10 SUCCESSORS. References in this Agreement to the parties hereto, Party A
and Party B shall (for the avoidance of doubt) include, where
appropriate, any permitted successor or assign thereof.
- 12 -
5.11 DEFINITIONS. This Agreement, the Confirmations and each Transaction
hereunder are subject to the 2000 ISDA Definitions (as published by the
International Swap and Derivatives Association, Inc.) (the
"DEFINITIONS") and will be governed in all respects by the provisions
set forth in the Definitions, without regard to any amendments
subsequent to the date hereof. The provisions of the Definitions are
incorporated by reference in and shall be deemed to be part of this
Agreement and each Confirmation as if set forth in full in this
Agreement and in each such Confirmation. In the event of any
inconsistency between the provisions of this Agreement and the
Definitions, this Agreement will prevail. Words and expressions used in
this Schedule which are not defined herein or in the Definitions shall
have the same meanings as are given to them in the Confirmation. Terms
defined or referred to in (a) the Trust Deed dated of even date with
this Agreement and executed by Party B and the Note Trustee and (b) the
Master Definitions Schedule dated 24 October 2002 (as amended from time
to time) and executed by, inter alia, Party A and Party B (the "MASTER
DEFINITIONS SCHEDULE") shall, where the context permits, bear the same
respective meanings herein. In the event of any conflict between the
Master Definitions Schedule and the definitions in the Trust Deed, the
definitions in the Trust Deed shall prevail.
5.12 BENEFIT OF AGREEMENT. Any legal entity into which Party A is merged or
converted or any legal entity resulting from any merger or conversion to
which Party A is a party shall, to the extent permitted by applicable
law, be a party to this Agreement in place of Party A without any
further act or formality.
5.13 RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
5.13.1 NON-RELIANCE. It is acting for its own account, and it has made
its own independent decisions to enter into that Transaction
and as to whether that Transaction is appropriate or proper for
it based upon its own judgment and upon advice from such
advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that
Transaction; it being understood that information and
explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. No communication
(written or oral) received from the other party shall be deemed
to be an assurance or guarantee as to the expected results of
that Transaction.
5.13.2 ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts,
the terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that
Transaction.
5.13.3 STATUS OF PARTIES. The other party is not acting as fiduciary
for or an adviser to it in respect of that Transaction.
5.14 Section 2(b) is hereby amended to read in its entirety as follows:
- 13 -
CHANGE OF ACCOUNT. Party A may change its account for receiving payment
or delivery by giving notice to Party B at least ten Local Business Days
prior to the scheduled date for payment or delivery to which such change
applies unless Party B gives timely notice of a reasonable objection to
such change. Party B may change its account for receiving payment or
delivery by giving notice to Party A at least ten Local Business Days
prior to the scheduled date for payment or delivery to which such change
applied unless Party A gives timely notice of a reasonable objection to
such change.
5.15 SEPARATE AGREEMENTS Section 1(c) (Single Agreement) will be deleted and
replaced with the following:
"Each Transaction is entered into on the basis that this Master
Agreement (including the Schedule) is incorporated by reference into the
Confirmation relating to that Transaction so that this Master Agreement
and the relevant Confirmation shall form a single agreement with respect
to that Transaction. This Master Agreement shall not be construed to
form a single agreement with two or more Confirmations together unless
specific provision to that effect is made in the relevant Confirmation.
Accordingly, all references to this "AGREEMENT" mean, with respect to
any Transaction, this Master Agreement together with the Confirmation
relating to that Transaction. It is understood that the parties would
not enter into any Transaction except on the foregoing terms."
5.16 INCONSISTENCY In the event of an inconsistency among or between any of
the following documents, the relevant document first listed below shall
govern.
(i) Confirmation;
(ii) Schedule;
(iii) Definitions.
5.17 RECORDING OF TELEPHONE CONVERSATIONS. Each party consents to the
recording of the telephone conversations of trading and marketing
personnel of the parties. Party A agrees to obtain any necessary consent
of, and give notice of such recording to, such personnel of it.
5.18 SEVERABILITY. Any provision of this Agreement which is prohibited (for
reasons other than those constituting an illegality) or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of the Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction unless the
severance shall substantially impair the benefits of the remaining
portions of this Agreement or change the reciprocal obligations of the
parties.
5.19 CONTRACTS (RIGHTS OF THIRD PARTIES) XXX 0000. A person who is not a
party to this Agreement shall have no right under the Contracts (Rights
of Third Party) Act 1999 to enforce any of its terms but this shall not
affect any right or remedy of a third party which exists or is available
apart from that Act.
- 14 -
IN WITNESS whereof, the parties have executed this Schedule by their duly
authorised officers as of the date hereof.
BARCLAYS BANK PLC GRACECHURCH CARD FUNDING
(NO. 11) PLC
By: By:
Name: Name: pp SFM Directors Limited
Title: Title: Director
Date: Date:
- 15 -
BARCLAYCARD 11 - CLASS A CONFIRMATION
Confirmation to the
1992 ISDA Master[REGISTERED] Agreement
relating to the Class A Swap Agreement
Dated [28] November 2005
GRACECHURCH CARD FUNDING (NO. 11) PLC
Re: Transaction between Barclays Bank PLC ("PARTY A") and Gracechurch
Card Funding (No. 11) 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 [*] November 2005,
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. 11) PLC
Trade Date: [*] November 2005
Effective Date: [28] November 2005; provided,
however, that effectiveness is
subject to the issuance of the Notes
and the receipt by the Series 05-4
Issuer on or prior to [28] November
2005 of unconditional confirmation
that upon issue the Class A Notes
will be rated Aaa by Moody's and AAA
by Standard & Poors.
Termination Date: 15 November 2008, subject to
adjustment in accordance with the
Following Business Day
Convention, and subject to adjustment
in accordance with Section 3.3 below
Business Days: 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 15 th day of each calendar month
from and including 15 January 2006 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 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
- 2 -
Party A Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1 month, except for the initial
Calculation Period which shall be the
linear interpolation of one and two
months
Spread: [*]%
Party A Floating Rate
Day Count Fraction: Actual/360
Reset Dates: First day of each Calculation Period
Compounding: Inapplicable
PARTY B FLOATING RATE AMOUNTS
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 February, May,
August and November 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: 15 January 2006 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
Designated Maturity: 3 months (subject to adjustment
during the Redemption Period as set
out below), except for the the
initial Calculation Period which
shall be the linear interpolation of
one and two months and the second
Calculation Period which shall be one
month
- 3 -
Spread: [*]%
Party B Floating Rate
Day Count Fraction: A fraction, the numerator of which is
the actual number of days in the
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 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 05-4 Class A Debt Amount
Reset Dates: First day of each Calculation Period
Compounding: Inapplicable
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:
(A) 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 05-4 Class A), and hence the amount
of Party B Available Funds (Series 05-4 Class A), 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 05-4 CLASS A)" 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 Funding PLC (the "MTN ISSUER") by the
Receivables Trustee (and deposited in the Series 05-4 Distribution
Account) on the related Distribution Date in respect of the Class A
Monthly Finance Amount (provided that, for the avoidance of doubt, MTN
Issuer Available Funds (Series 05-4 Class A) excludes any amounts
distributed by the Receivables Trustee to the MTN Issuer in respect of
Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 05-4
CLASS A)" means, in relation to any Party B
- 4 -
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 05-4 Class A) shall exclude any amounts received by Party B in
respect of Further Interest on the Series 05-4 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 05-4 Class A) and hence
any Party B Make-up Funds (Series 05-4 Class A) (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
05-4 CLASS A)" 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
05-4 Distribution Account in respect of either of the following: (a) the
Class A Deficiency Amount (if and to the extent that the same is
attributable to the Class A Monthly Finance Amount for any earlier
Distribution Date); and (b) the Class A Additional Finance Amount (if
and to the extent that the same is attributable to the Class A
Deficiency Amount for any earlier Distribution Date), provided that, for
the avoidance of doubt, the MTN Issuer Make-up Funds (Series 05-4 Class
A) shall exclude any amounts distributed by the Receivables Trustee to
the MTN Issuer in respect of Excess Finance Charge Amounts. "PARTY B
MAKE-UP FUNDS (SERIES 05-4 CLASS A)" 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
- 5 -
doubt, Party B Make-up Funds (Series 05-4 Class A) shall exclude any
amounts received by Party B in respect of Further Interest on the Series
05-4 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 05-4 Scheduled Redemption
Date in the event that the Series 05-4 Class A 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 15 November 2010, and (b)
the date upon which the Series 05-4 Class A 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 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
- 6 -
(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 05-4 Scheduled Redemption Date if the
Redemption Trigger falls on the Series 05-4 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 05-4 Issuer Account
and referable to the Series 05-4 Class A Debt Amount and credited to the
Class A Notes Principal Ledger (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 05-4 Scheduled Redemption Date if the
Redemption Trigger occurs on the Series 05-4 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 05-4 Distribution Account for Class
A, and hence no funds (in respect of principal) deposited by the MTN
Issuer in the Series 05-4 Issuer Account and referable to the Series
05-4 Class A 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
Payments to SWIFT: XXXXXX00
Party A in GBP: Sort code: 20-00-00
Beneficiary Barclays Swaps
Beneficiary Account: 00000000
- 7 -
Account for Bank: Federal Reserve Bank Of New York,
New York
Payments to ABA No: 000-0000-00
Party A in USD Account Name: Barclays Bank PLC NY
SWIFT: BARCUS33
Beneficiary: Barclays Swaps and Options
Group NY
Beneficiary Account: 000-00000-0
Account for Barclays Bank PLC
Payments to Sort code: 20-19-90
Party B in GBP: Series 05-4 Issuer Sterling Account
number: 30933929
Account for Barclays Bank PLC
Payments to Sort code: 20-19-90
Party B in USD: Series 05-4 Issuer 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.11) PLC
By: For and on behalf of SFM
Directors Limited
Title: Director
- 8 -
