Form of Underwriting Agreement Dryrock Issuance Trust $[ ] Class A Series 20[_]-[_] [Fixed/Floating] Rate Asset Backed NotesUnderwriting Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • New York
The undersigned, Dryrock Funding LLC (the “Transferor”), proposes to cause Dryrock Issuance Trust (the “Issuer” or the “Trust”) to issue $[_] (stated principal amount) Class A Series 20[_]-[_] [Fixed/Floating] Rate Asset Backed Notes (the “Class A Notes”) and $[ ] (stated principal amount) Class B Series 20[_]-[_] [Fixed/Floating] 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 Note Transaction”). [__] and [__], each as a representative of the Underwriters (as defined below), may be referred to herein individually as a “Representative” and collectively as the “Representatives.” The Issuer is a Delaware statutory trust created pursuant to (a) a Trust Agreement, dated as of June 8, 2012, as amended and restated on August 1, 2012 (as
DRYROCK FUNDING LLC, Transferor BARCLAYS BANK DELAWARE, Servicer and Administrator DRYROCK ISSUANCE TRUST, Issuer and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee SERVICING AGREEMENT dated as of August 1, 2012Servicing Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • New York
SERVICING AGREEMENT, dated as of August 1, 2012, by and among 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”), 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”).
DRYROCK ISSUANCE TRUST as Issuer and U.S. BANK NATIONAL ASSOCIATION as Indenture Trustee and as Securities Intermediary INDENTURE DATED AS OF AUGUST 1, 2012Indenture • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • New York
INDENTURE, dated as of August 1, 2012, by and between 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 initial Securities Intermediary.
DRYROCK FUNDING LLC, Transferor DRYROCK ISSUANCE TRUST, Issuer and U.S. BANK NATIONAL ASSOCIATION Indenture Trustee TRANSFER AGREEMENT dated as of August 1, 2012Transfer Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • New York
TRANSFER AGREEMENT, dated as of August 1, 2012 (this “Agreement”), by and among DRYROCK FUNDING LLC, a Delaware limited liability company, as transferor (the “Transferor”), 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”).
RECEIVABLES PURCHASE AGREEMENT between BARCLAYS BANK DELAWARE and DRYROCK FUNDING LLC Dated as of August 1, 2012 DRYROCK ISSUANCE TRUSTReceivables Purchase Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of August 1, 2012 (this “Agreement”), by and between BARCLAYS BANK DELAWARE (“BBD”), a Delaware banking corporation (together with its permitted successors and assigns, the “Seller”), and DRYROCK FUNDING LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Dryrock Funding”).
ARTICLE I DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional Provisions 5 ARTICLE II ORGANIZATION Section 2.01. Name 6 Section 2.02. Office 6 Section 2.03. Purposes and Powers; Trust To Operate as a Single Purpose Entity 6...Trust Agreement • August 13th, 2012 • Dryrock Issuance Trust • Asset-backed securities • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT of DRYROCK ISSUANCE TRUST is made and entered into as of August 1, 2012, by and between 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.
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
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.
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”).
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”).
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.
