EXHIBIT 10.10
Confirmation to the
1992 ISDA Master(R) Agreement
Dated as of 15 December 2005
Attention: The Directors
To: Arran Funding Limited ("PARTY B")
From: The Royal Bank of Scotland plc ("PARTY A")
Re: [ ] Series 2005 [ ] Class [ ] Notes (the "NOTES")
Ref: [ ]
Date: 15 December 2005
Dear Sirs
The purpose of this communication is to confirm the terms and conditions of the
Swap Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This communication constitutes a "CONFIRMATION" as referred to
in the Master Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions, as
published by the International Swaps and Derivatives Association, Inc. (the
"DEFINITIONS") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. Terms defined in (i) the prospectus dated 10 November 2005 in
respect of Party B's $7,500,000,000 Medium Term Note Programme (ii) the Final
Terms dated 8 December 2005 in respect of the Notes and (iii) the Arran Funding
Note Trust Deed Supplement dated 15 December 2005 in respect of the Series
2005-[ ] Notes will have the same meaning where used herein.
This Confirmation incorporates the ISDA Master Agreement and the Schedule
thereto, dated as of 15 December 2005 and the Credit Support Annex to that
Schedule dated 15 December 2005, each as amended and supplemented from time to
time (the "MASTER AGREEMENT"), between Arran Funding Limited and us. The Master
Agreement together with this Confirmation shall constitute a single agreement
between Arran Funding Limited and us in respect of this Transaction (the
"AGREEMENT"). This Transaction is entered into on the basis that, pursuant to
Part 5(m) of the Schedule, the Master Agreement is incorporated by reference
into this Confirmation so that the Master Agreement and this Confirmation shall
form a single agreement with respect to this Transaction only and no other
Transaction (other than the Transaction evidenced by the Credit Support Annex)
shall form part of such single agreement. All provisions contained in the
Master Agreement govern this Confirmation except as expressly modified below.
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The terms of the particular Transaction to which this Confirmation relates are
as follows:
1.
Party A: The Royal Bank of Scotland plc
Party B: Arran Funding Limited
Calculation Agent: Party A
Trade Date: 15 December 2005
Effective Date: 15 December 2005
Notional Amount: [ ] (subject to
adjustment following
the occurrence of an
Amortisation Event or a
Redemption Event as set out
herein).
Termination Date: The scheduled redemption
date of the Notes,
subject to adjustment as
provided herein and in
accordance with the
Following Business Day
Convention.
Business Days: A TARGET Settlement
Date and a day on which
commercial banks and
foreign exchange markets
settle payments generally
in London, England,
Jersey, Channel Islands,
Edinburgh, Scotland and
New York, New York.
PARTY A FLOATING RATE AMOUNTS
Party A Floating Rate Payer: Party A
Party A Floating Rate Payer
Payment Dates: Each 15th day of March,
June, September and
December from and including
15 March 2006 to and
including the Termination
Date, in each case
subject to adjustment (a)
following the occurrence
of an Amortisation Event
or a Redemption Event as
set out below, and (b)
in accordance with the
Following Business Day
Convention.
Party A Floating Rate Option: LIBOR as calculated in
accordance with Condition
6(a) of the Notes
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Party A Designated Maturity: 3 months subject to
adjustment following the
occurrence of an
Amortisation Event or a
Redemption Event, as set
out below
Spread A: [ ]
Party A Floating Rate
Day Count Fraction: Actual/365
Reset Dates: First day of each
Calculation Period
PARTY B FLOATING RATE AMOUNTS
Party B Floating Rate Payer: Party B
Party B Floating Rate Payer
Payment Dates: The 15th day of
each calendar month from
and including 15 February
2006 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: [ ]-LIBOR-BBA
Party B Designated Maturity: 1 month provided that in
respect of the first
Calculation Period the
Party B Designated Maturity
shall be 2 months
Spread B: Plus [ ]
Party B Floating Rate
Day Count Fraction: Actual/365
Reset Dates: First day of each
Calculation Period
2. DETAILS OF VARIATION TO AGREEMENT:
2.1 DEFERRAL OF FLOATING RATE AMOUNTS
(A) DEFERRAL OF PARTY A FLOATING RATE AMOUNT
In the event that, in respect of any Party A Floating Rate Payer
Payment Date, there is a Deferred Party B Floating Rate Amount (as
defined below) on the corresponding Party B Floating Rate Payer Payment
Date (as set out in Deferral of Party B Floating Rate Amount below),
then the Party A Floating Rate Amount (before taking into account any
deferred amounts) for that Party A Floating Rate Payment Date which
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would, but for this provision, have been due (the "GROSS PARTY A
FLOATING RATE AMOUNT") shall be reduced by an amount equal to the
proportion thereof which the Deferred Party B Floating Rate Amount
(before taking into account any deferred amounts) bears to the Gross
Party B Floating Rate Amount (before taking into account any deferred
amounts) (or if, during the preceding 3 months, Party A Floating Rate
Payer Payment Dates have been quarterly, the proportion thereof that
the 3 Month Deferred Party B Floating Rate Amount bears to the 3 Month
Gross Party B Floating Rate Amount).
The difference between the Gross Party A Floating Rate Amount and the
reduced Party A Floating Rate Amount (that difference being the
"DEFERRED PARTY A FLOATING RATE AMOUNT") shall be deferred and shall be
payable (together with interest thereon at the Party A Floating Rate
Option plus Spread A for the next Calculation Period) on the next Party
A Floating Rate Payer Payment Date. The Deferred Party A Floating Rate
Amount plus interest shall be treated as part of the Party A Floating
Rate Amount for the next Party A Floating Rate Payer Payment Date and
shall be paid in the same proportion (if any) as the corresponding
Deferred Party B Floating Rate Amount is paid on that next Party A
Floating Rate Payer Payment Date and this provision shall apply mutatis
mutandis.
"3 MONTH GROSS PARTY B FLOATING RATE AMOUNT" means, in respect of a
Party A Floating Rate Payer Payment Date, the sum of the Party B Gross
Floating Rate Amounts, (and including, without double counting,
interest on deferred amounts) that would otherwise have been payable on
each of the three Party B Floating Rate Payer Payment Dates ending with
the Party B Floating Rate Payer Payment Date falling on such Party A
Floating Rate Payer Payment Date).
"3 MONTH DEFERRED PARTY B FLOATING AMOUNT" means, in respect of a Party
A Floating Rate Payer Payment Date, the Deferred Party B Floating
Amounts for the corresponding Party B Floating Rate Payer Payment Dates
(including, without double counting, any amounts deferred on the
previous 2 Party B Floating Rate Payer Payment Dates and interest on
those deferred amounts).
(B) DEFERRAL OF PARTY B FLOATING RATE AMOUNT
If the Party B Floating Rate Amount (including any deferred amounts)
for any Party B Floating Rate Payment Date would otherwise exceed the
Class A3 Monthly Distribution Amount (as defined in the Trust Deed
Supplement relating to the Notes) which is available to be applied in
payment of that Party B Floating Rate Amount in accordance with the
terms and conditions of the Notes, the Party B Floating Rate Amount
(including any deferred amounts) shall be reduced to the amount of
available Class A3 Monthly Distribution Amount. The difference between
the Party B Floating Rate Amount which would, but for this provision,
have been due (the "GROSS PARTY B FLOATING RATE AMOUNT") and the
reduced Party B Floating Rate Amount which is payable (that difference
being the "DEFERRED PARTY B FLOATING RATE AMOUNT") shall be deferred
and shall be payable (together with interest thereon at the Party B
Floating Rate Option plus [ ] for the next Calculation Period) on
the next Party B
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Floating Rate Payer Payment Date. The Deferred Party B Floating Rate
Amount plus interest thereon shall be treated as part of the Party B
Floating Rate Amount for that next Party B Floating Rate Payer Payment
Date and this provision shall apply mutatis mutandis.
2.2 AMORTISATION EVENTS
In the event that the regulated amortisation period or the rapid
amortisation period commences (either such period an "AMORTISATION
PERIOD" and the occurrence of such Amortisation Period being an
"AMORTISATION EVENT") occurs prior to the scheduled redemption date of
the Notes then the following provisions shall apply.
2.2.1 Party B will, as soon as practicable, notify Party A of the
occurrence of such Amortisation Event or procure that Party A
is notified of such occurrence and will provide Party A with
such information as Party A may require or reasonably request
(to the extent that Party B has or is able to obtain such
information) in order to determine the likely future
amortisation of the Notes;
2.2.2 The Termination Date shall be extended to the date which is the
earlier of (1) the final redemption date and (2) the date on
which the Notes issued by Party B are redeemed in full;
2.2.3 The Party A Floating Rate Payer Payment Date shall be changed
to the 15th of each month commencing on the 15th of the month
next following the commencement of the Redemption Period,
subject to adjustment in accordance with the Following Business
Day Convention, provided, however, that if the Redemption
Period commences other than on a date that would have otherwise
been a Party A Floating Rate Payer Payment Date (the "UNAMENDED
PARTY A FLOATING RATE PAYER PAYMENT DATE") but for the
commencement of the Redemption Period, then the first Party A
Floating Rate Payer Payment Date in the Redemption Period shall
be the Unamended Party A Floating Rate Payer Payment Date in
the Redemption Period and the next succeeding Party A Floating
Rate Payer Payment Date in the Redemption Period shall be the
next succeeding 15th of the month; in such circumstances,
notwithstanding that the first Party A Floating Rate Payer
Payment Date in the Redemption Period shall be the Unamended
Party A Floating Rate Payer Payment Date, the Party A Floating
Rate Payer Payment Dates shall be amended to be the 15th day of
each month (subject to adjustment in accordance with the
Following Business Day Convention) from the commencement of the
Redemption Period; and
2.2.4 The Designated Maturity in respect of Party A shall change to
one month provided, however, that if the Designated Maturity of
the Party A Floating Rate Amount which was in force immediately
prior to the commencement of the Redemption Period was in
respect of a 3 month period (the "3 MONTH FINANCE PERIOD") that
would end on the Unamended Party A Floating Rate Payer Payment
Date during the Redemption Period, then for the purposes of
calculating the Party A Floating Rate Amount and until the end
of the 3 month
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Finance Period, the Designated Maturity of the Party A Floating
Rate Option shall be 3 months ending on the Unamended Party A
Floating Rate Payer Payment Date and the next succeeding
Designated Maturity in the Redemption Period shall be one
month.
2.2.5 On each Party B Floating Rate Payer Payment Date falling in the
Redemption Period the Notional Amount shall be reduced by an
amount equal to the amount of available redemption funds
credited to the Class [ ] Distribution Ledger for distribution
on such Party B Floating Rate Payer Payment Date (immediately
prior to any distributions being made on that date).
For the purposes of the paragraphs 2.2 and 2.3, "REDEMPTION PERIOD"
means the period from and including the date on which the relevant
Amortisation Period commences to and including the Termination Date.
2.3 REDEMPTION EVENT
In the event that, as at the scheduled redemption date in respect of
the Notes, there have been credited to the Class [ ] Distribution Ledger
insufficient funds to redeem the Notes issued by Party B in full (such
event, a "REDEMPTION EVENT") and provided that no Amortisation Event
has occurred prior to such scheduled redemption date then the following
provisions shall apply:
2.3.1 Party B will, as soon as practicable, notify Party A of the
occurrence of a Redemption Event or procure that Party A is
notified of such occurrence and will provide Party A with such
information as Party A may require or reasonably request (to
the extent that Party B has or is able to obtain such
information) in order to determine the likely future
amortisation of the Notes;
2.3.2 The Termination Date shall be extended to the date which is the
earlier of (1) the final redemption date and (2) the date on
which the Notes issued by Party B are redeemed in full;
2.3.3 During the period from and including the scheduled redemption
date to the Termination Date:
(a) the Party A Floating Rate Payer Payment Date shall be
changed to the 15th of each month commencing on the
15th of the month next following the occurrence of the
Redemption Event, subject to adjustment in accordance
with the Following Business Day Convention, and
(b) the Designated Maturity in respect of Party A shall
change to one month;
2.3.4 On each Party B Floating Rate Payer Payment Date falling after
the scheduled redemption date the Notional Amount shall be
reduced by an amount equal to the amount identified as
principal credited to the Class [ ] Distribution Ledger for
distribution on such Party B Floating Rate Payer Payment Date
(immediately prior to any distributions being made on that
date).
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2.4 GROSS PAYMENTS
Section 2(c) of the ISDA Master Agreement shall not apply to the
Transaction evidenced by this Confirmation.
3. ACCOUNT DETAILS
Account for Payments For: Royal Bank of Scotland, London
to Party A in [ ]: Account: [ ]
Sort Code: [ ]
SWIFT: [ ]
Account for Payments For: National Westminster Bank, London
to Party B in [ ]: SWIFT: [ ]
Sort Code: [ ]
Account number:[ ]
Account Name: [ ]
Ref: [ ]
4. CONTACT FOR PARTY A DOCUMENTATION AND OPERATIONS:
Address: c/o RBS Financial Markets
000 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Attention: Swaps Administration
Fax No.: x00 00 0000 0000
5. CONTACTS FOR PARTY B DOCUMENTATION AND OPERATIONS:
Arran Funding Limited
Address: 00 Xxxxxxxxx Xxxxxx
Xx. Xxxxxx
Xxxxxx XX0 0XX
Channel Islands
Attention: The Directors, Arran Funding Limited
Fax No: x00 0000 000000
Fax No: x00 0000 000000
The Royal Bank of Scotland International Limited
Address: Royal Bank House
00 Xxxx Xxxxxx
Xx. Xxxxxx
Xxxxxx XX0 0XX
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Attention: Company Secretariat Department (Xxxx Xxxx)
Fax No: x00 0000 000 000
6. GOVERNING LAW: England and Wales
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.
The Royal Bank of Scotland plc is authorised and regulated by The
Financial Services Authority and has entered into this transaction as
principal. The time at which the above transaction was executed will be
notified to the parties on request.
THE ROYAL BANK OF SCOTLAND PLC
By:
Title:
Confirmed as of the date first written:
ARRAN FUNDING LIMITED
By:
Title:
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