Form of Underwriting Agreement Barclays Dryrock Issuance Trust $[•] Class A Series 20[•]-[•] [Fixed/Floating] Rate Asset Backed NotesUnderwriting Agreement • December 16th, 2014 • Barclays Dryrock Funding LLC • Asset-backed securities • New York
The undersigned, Barclays Dryrock Funding LLC (the “Transferor”), proposes to cause Barclays Dryrock Issuance Trust (the “Issuer” or the “Trust”) to issue $[•] (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 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 established as Dryrock Issuance Trust and created pursuant to (a) a Trust Agreement, dated as of June 8, 2012
Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions 1 Section 1.02. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 13 Section 1.03. Counterparts 14 Section 1.04. Ratification of Indenture 14...Indenture Supplement • December 16th, 2014 • Barclays Dryrock Funding LLC • Asset-backed securities • New York
SERIES [•] INDENTURE SUPPLEMENT, dated as of [Month] [Day], 20[·] (this “Indenture Supplement”), by and between Barclays Dryrock Issuance Trust, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market St., Wilmington, DE 19890, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”).
