Exhibit 4.8
FORM OF CLASS B GLOBAL NOTE CERTIFICATE
CUSIP: [ ]
ISIN: [ ]
IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER
PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE
PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE
CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE
CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY
BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER
IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. (OR, AS THE CASE MAY BE,
SUCH OTHER PERSON), HAS AN INTEREST HEREIN.
CLASS B GRACECHURCH CARD FUNDING (NO. 5) PLC
(incorporated with limited liability under
the laws of England and Wales)
$[ ]
Class B Floating Rate Asset-Backed Notes due [ ]
CLASS B GLOBAL NOTE CERTIFICATE
1. Introduction
This Class B Global Note Certificate is issued in respect of the $[ ]
Class B Floating Rate Asset-Backed Notes due [ ] (the "Class B Notes") of
Gracechurch Card Funding (No. 5) PLC (the "Issuer"). The Class B Notes are
constituted by, are subject to, and have the benefit of, a trust deed
dated [ ] September 2003 (as amended or supplemented from time to time,
the "Trust Deed") between the Issuer 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 dated [ ] September 2003 (as
amended or supplemented from time to time, the "Paying Agency and Agent
Bank Agreement") 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 B
Notes), The Bank of New York as principal paying agent, the other paying
agents and the transfer agents named therein and the Trustee.
2. References to Conditions
Any reference herein to the "Conditions" is to the terms and conditions of
the Class B Notes attached hereto and any reference to a numbered
"Condition" is to the correspondingly numbered provision thereof.
3. Registered holder
This is to certify that:
CEDE & CO.
is the person registered in the register maintained by the Registrar in
relation to the Class B Notes (the "Register") as the duly registered
holder (the "Holder") of the Class B Notes represented from time to time
by this Class B Global Note Certificate.
4. Promise to pay
The Issuer, for value received, hereby promises to pay to the Holder such
principal sum as is noted in the records of the custodian for The
Depository Trust Company (the "DTC Custodian" and "DTC", respectively) as
being the principal amount of this Class B Global Note Certificate for the
time being on the Interest Payment Date in [ ] 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.
5. Transfers in whole
Transfers of this Class B Global Note Certificate shall be limited to
transfers in whole, but not in part, to nominees of DTC or to a successor
of DTC or to such successor's nominee.
6. Exchange for Class B Individual Note Certificates
This Class B Global Note Certificate will be exchanged in whole (but not
in part) for duly authenticated and completed individual note certificates
("Class B Individual Note Certificates") in substantially the form
(subject to completion) set out in the Seventh Schedule (Form of Class B
Individual Note Certificate) to the Trust Deed if any of the following
events occurs:
(a) the Notes become immediately due and repayable by reason of an Event
of Default; or
(b) DTC at any time notifies the Issuer that it is at any time unwilling
or unable to hold the Global Note Certificates or is unwilling or
unable to continue as or has ceased to be, a clearing agency
registered under the United States Securities and Exchange Act of
1934 and in each case the Issuer is unable to locate a qualified
successor within 90 days of receiving such notification;
Such exchange shall be effected in accordance with paragraph 7
(Delivery of Class B Individual Note Certificates) below. The Issuer
shall notify the Holder
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of the occurrence of any of the events specified in paragraph (a)
and (b) above as soon as practicable thereafter.
7. Delivery of Class B Individual Note Certificates
Whenever this Class B Global Note Certificate is to be exchanged for Class
B Individual Note Certificates, such Class B Individual Note Certificates
shall be issued in an aggregate principal amount equal to the principal
amount of this Class B Global Note Certificate within five business days
of the delivery, by or on behalf of the Noteholders, DTC, Euroclear and/or
Clearstream, Luxembourg, to the Registrar of such information as is
required to complete and deliver such Class B Individual Note Certificates
(including, without limitation, the names and addresses of the persons in
whose names the Class B Individual Note Certificates are to be registered
and the principal amount of each such person's holding) against the
surrender of this Class B Global Note Certificate at the Specified Office
(as defined in the Conditions) of the Registrar. Such exchange shall be
effected in accordance with the provisions of the Paying Agency and Agent
Bank Agreement and the regulations concerning the transfer and
registration of Class B Notes scheduled thereto (if any) and, in
particular, shall be effected without charge to any Holder or the Trustee,
but against such indemnity as the Registrar may require in respect of any
transfer tax, governmental charge or any cost or expense relating to
insurance, postage, transportation or any similar charge in connection
with the delivery of such Individual Note Certificates, which will be the
sole responsibility of the Issuer. No service charge will be made for any
registration of transfer or exchange of any Individual Note Certificates.
In this paragraph, "business day" means a day on which commercial banks
are open for business (including dealings in foreign currencies) in the
city in which the Registrar has its Specified Office.
8. Conditions apply
Save as otherwise provided herein, the Holder of this Class B Global Note
Certificate shall have the benefit of, and be subject to, the Conditions
and, for the purposes of this Class B Global Note Certificate, any
reference in the Conditions to "Note Certificate" or "Note Certificates"
shall, except where the context otherwise requires, be construed so as to
include this Class B Global Note Certificate.
9. Notices
Notwithstanding Condition 14 (Notices), so long as this Class B Global
Note Certificate is held on behalf of DTC or any other clearing system (an
"Alternative Clearing System"), notices to Holders of Class B Notes
represented by this Class B Global Note Certificate may be given by
delivery of the relevant notice to DTC or (as the case may be) such
Alternative Clearing System.
10. Legends
The statements set out in the legends above are an integral part of this
Class B Global Note Certificate and, by acceptance hereof, each Holder of
this Class B Global Note Certificate agrees to be subject to and bound by
such legends.
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11. Determination of entitlement
This Class B Global 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 B
Global Note Certificate.
12. Authentication
This Class B Global 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.
13. Governing law
This Class B Global Note Certificate is governed by, and shall be
construed in accordance with, English law.
AS WITNESS the manual or facsimile signature of a duly authorised person on
behalf of the Issuer.
Gracechurch Card Funding (No. 5) 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)
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FORM OF TRANSFER
FOR VALUE RECEIVED ..........................., being the registered holder of
this Class B Global Note Certificate, hereby transfers
to..............................................................................
of..............................................................................
.................................................................................
.......................................,
$ ..................................... in principal amount of the $[ ] Class B
Asset-Backed Floating Rate Notes due [ ] (the "Class B Notes") of Gracechurch
Card Funding (No. 5) PLC (the "Issuer") and irrevocably requests and authorises
The Bank of New York, in its capacity as registrar in relation to the Class B
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
(b) 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 B Global Note Certificate.
(c) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(d) 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.
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[Terms and Conditions as set out in the Ninth 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 One Wall Street
London E14 5Al New York
UK New York
USA 10286
PAYING AGENTS AND TRANSFER AGENTS
[Name] [Name]
[Address] [Address]
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