EXHIBIT 4.9
FORM OF INDIVIDUAL CLASS C NOTE CERTIFICATE
Serial Number: ............
GRACECHURCH CARD FUNDING (NO. 2) PLC
(incorporated with limited liability under
the laws of England and Wales)
$[___]
CLASS C ASSET-BACKED FLOATING RATE NOTES DUE [___]
This Class C Note Certificate is issued in respect of the $[___] Class C
Asset-Backed Floating Rate Notes due [maturity] (the "CLASS C NOTES") of
Gracechurch Card Funding (No. 2) PLC (the "ISSUER"). The Class C Notes are
constituted by, are subject to, and have the benefit of, a trust deed dated
[___] (as amended or supplemented from time to time, the "TRUST DEED") between
the and The Bank of New York as trustee (the "TRUSTEE", which expression
includes all persons for the time being appointed trustee or trustees under the
Trust Deed) and are the subject of a Paying Agency and Agent Bank Agreement (as
amended or supplemented from time to time, the "PAYING AGENCY AND AGENT BANK
AGREEMENT") dated [___] and made between the Issuer, The Bank of New York as
registrar (the "REGISTRAR", which expression includes any successor registrar
appointed from time to time in connection with the Class C Notes), The Bank of
New York as principal paying agent, the other paying agents and the transfer
agents named therein and the Trustee.
Any reference herein to the "CONDITIONS" is to the terms and conditions of the
Class C Notes endorsed hereon and any reference to a numbered "CONDITION" is to
the correspondingly numbered provision thereof.
This is to certify that:
.....................................................
of ..................................................
.....................................................
is the person registered in the register maintained by the Registrar in relation
to the Class C Notes (the "REGISTER") as the duly registered holder or, if more
than one person is so registered, the first-named of such persons (the "HOLDER")
of:
$ [___]
([___] DOLLARS)
in aggregate principal amount of the Class C Notes.
The Issuer, for value received, hereby promises to pay such principal sum to the
Holder on [final maturity date] or on such earlier date or dates as the same may
become payable in
accordance with the Conditions, and to pay interest on such principal sum in
arrear on the dates and at the rate specified in the Conditions, together with
any additional amounts payable in accordance with the Conditions, all subject to
and in accordance with the Conditions.
This Class C Note Certificate is evidence of entitlement only and is not a
document of title. Entitlements are determined by the Register and only the
Holder is entitled to payment in respect of this Class C Note Certificate.
This Class C Note Certificate shall not be valid for any purpose until it has
been authenticated for and on behalf of The Bank of New York as registrar.
AS WITNESS the manual or facsimile signature of a duly authorised person on
behalf of the Issuer.
GRACECHURCH CARD FUNDING (NO. 2) PLC
By: ........................................
[manual or facsimile signature]
(duly authorised)
ISSUED as of [issue date]
AUTHENTICATED for and on behalf of
The Bank of New York
as registrar without recourse, warranty
or liability
By: ........................................
[manual signature]
(duly authorised)
-2-
FORM OF TRANSFER
FOR VALUE RECEIVED ................................, being the registered holder
of this Class C Note Certificate, hereby transfers
to ............................................................................
................................................................................
of.............................................................................
................................................................................
................................................................................
$ ..................................... in principal amount of the $ [___] Class
C Asset-Backed Floating Rate Notes due [maturity] (the "CLASS C NOTES") of
Gracechurch Card Funding (No. 2) PLC (the "ISSUER") and irrevocably requests and
authorises The Bank of New York, in its capacity as registrar in relation to the
Class C Notes (or any successor to The Bank of New York, in its capacity as
such) to effect the relevant transfer by means of appropriate entries in the
register kept by it.
Dated: .......................................
By: .......................................
(duly authorised)
NOTES
(a) The name of the person by or on whose behalf this form of transfer is
signed must correspond with the name of the registered holder as it
appears on the face of this Class C Note Certificate.
(b) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(c) The signature of the person effecting a transfer shall conform to any list
of duly authorised specimen signatures supplied by the registered holder
or be certified by a recognised bank, notary public or in such other
manner as the Registrar may require.
(d) Any transfer of Class C Notes shall be in an amount equal to $[___] or any
integral multiple of $[___] in excess thereof.
-3-
[Terms and Conditions as set out in the seventh Schedule]
PRINCIPAL PAYING AGENT REGISTRAR, NEW YORK PAYING
AGENT AND TRANSFER AGENT
THE BANK OF NEW YORK THE BANK OF NEW YORK
ONE CANADA SQUARE 101 BARCLAY STREET
LONDON E14 5AL NEW YORK
UK NEW YORK
USA 10286
PAYING AGENTS AND TRANSFER AGENTS
[NAME] [NAME]
[ADDRESS] [ADDRESS]
-4-