EXHIBIT 10.4
CLASS C CONFIRMATION
Confirmation to the
1992 ISDA Master(R) Agreement
relating to the Class C Swap Agreement
Dated [.] 2004
GRACECHURCH CARD FUNDING (NO. 6) PLC
Re: Transaction between Barclays Bank PLC ("PARTY A") and Gracechurch Card
Funding (No. 6) PLC ("PARTY B")
Dear Sirs:
The purpose of this letter agreement is to confirm the terms and conditions of
the Swap Transaction entered into between you and us on the Trade Date specified
below (the "SWAP TRANSACTION"). References herein to a TRANSACTION shall be
deemed to be references to a SWAP TRANSACTION for the purposes of the
Definitions.
The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those Definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation incorporates the ISDA Master Agreement, including the
schedule thereto (the "ISDA MASTER") dated as of [.] 2004, between you and
us and this Confirmation, together with the ISDA Master, constitutes a
single agreement (the "AGREEMENT"). All provisions contained in the ISDA
Master apply to this Confirmation except as expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Party A: Barclays Bank PLC
Party B: Gracechurch Card Funding (No. 6) PLC
Trade Date: [.] 2004
Effective Date: [.] 2004; provided, however, that
effectiveness is subject to the issuance
of the Notes and the receipt by the
Series 04-1 Issuer on or prior to [.]
2004 of unconditional confirmation that
upon issue the Class C Notes will be
rated Aaa by Moody's and AAA by Standard
& Poor's.
Termination Date: [.], subject to adjustment in accordance
with the Following Business Day
Convention, and subject to adjustment in
accordance with Section 3.3 below
Business Days: Any day other than a Saturday, a Sunday
or a day on which banking institutions
in London, England or New York, New York
are authorised or obliged by law to be
closed
Calculation Agent Party A
INITIAL EXCHANGE AMOUNTS AND FINAL EXCHANGE AMOUNTS
Party A Initial Exchange Amount: GBP [.]
Party A Initial Exchange Date: Effective Date
Party A Final Exchange Amount: Party A Currency Amount on the
Termination Date
Party A Final Exchange Date: Termination Date
Party B Initial Exchange Amount: USD [.]
Party B Initial Exchange Date: Effective Date
Party B Final Exchange Amount: Party B Currency Amount on the
Termination Date
Party B Final Exchange Date: Termination Date
PARTY A FLOATING RATE AMOUNTS
Party A Floating Rate Payer: Party A
Party A Currency Amount: USD [.] (subject to adjustment during
the Redemption Period as set out herein)
Party A Floating Rate Payer
Period End Dates: The 15/th/ day of each calendar month
from and including [.] to and including
the Termination Date, in each case
subject to adjustment in accordance with
the Following Business Day Convention
Party A Floating Rate Payer
Payment Dates: Each Party A Floating Rate Payer Period
End Date. Party A will provide a
clearing system notice as to the amount
to be paid on each Party A Floating Rate
Payer Payment Date 2 Business Days prior
to each such Party A Floating Rate Payer
Payment Date
Party A Floating Rate Option: USD-LIBOR-BBA
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Designated Maturity: 1 month, except for the initial
calculation period which shall be the
linear interpolation of [.] and [.]
Spread: [.]%
Party A Floating Rate
Day Count Fraction: Actual/360
Reset Dates: First day of each Calculation Period
Compounding: Inapplicable
PARTY B FLOATING RATE AMOUNTS
Party B Floating Rate Payer: Party B
Party B Currency Amount: GBP [.] (subject to adjustment during
the Redemption Period as set out below)
Party B Floating Rate Payer
Period End Dates: The 15/th/ day of each [.],[.],[.] and
[.] to and including the Termination
Date, in each case subject to adjustment
in accordance with: (a) the Following
Business Day Convention, and (b) the
Redemption Period as set out below
(following which the Party B Floating
Rate Payer Period End Date shall be the
Amended Party B Floating Rate Payer
Period End Date)
Party B Floating Rate Payer
Payment Dates: 15/th/ [.] and thereafter the 15/th/ day
of each calendar month 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: GBP-LIBOR-BBA
Designated Maturity: 3 months (subject to adjustment during
the Redemption Period as set out below),
except for the initial calculation
period which shall be the linear
interpolation of [.] and [.]
Spread: [.]%
Party B Floating Rate
Day Count Fraction: A fraction, the numerator of which is
the actual number of days in such
Calculation Period and
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the denominator of which is 365 (or 366
in the case of any Calculation Period
ending in a leap year) as calculated in
accordance with the interest rate
applicable to the Series 04-1 Class C
Debt Amount
Reset Dates: First day of each Calculation Period
Compounding: Inapplicable
3. DETAILS OF VARIATION TO AGREEMENT:
3.1 TAXATION: Neither Party A nor Party B is under any obligation to gross up
any payments to be made under this Agreement for amounts withheld with
respect to any Tax. In the event that a Tax is imposed such that Party B's
payment hereunder shall be net of the amount of any Taxes so withheld,
accounted for, deducted or suffered, then Party A's payment obligation
shall be reduced in proportion to the amount by which the payments to be
made by Party B are so reduced. In the event that a Tax is imposed such
that Party A's payment hereunder shall be net of the amount of any Taxes so
withheld, accounted for, deducted or suffered, then (subject to the first
sentence of this Section 3.1 and Section 3.2, 3.3 and 3.4 below) the
payment obligations of Party B shall remain the same.
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3.2 INTEREST DEFERRAL:
(A1) The obligation of Party B to pay the Party B Floating Rate Amount on any
Party B Floating Rate Payer Payment Date will be reduced to the extent
that, on such Party B Floating Rate Payer Payment Date, the amount of MTN
Issuer Available Funds (Series 04-1 Class C), and hence the amount of Party
B Available Funds (Series 04-1 Class C), is less than the Party B Floating
Rate Amount calculated for such Party B Floating Rate Payer Payment Date
(the amount of any such reduction, the "DEFERRED INTEREST AMOUNT" for that
Party B Floating Rate Payer Payment Date). "MTN ISSUER AVAILABLE FUNDS
(SERIES 04-1 CLASS C)" means, in relation to any Party B Floating Rate
Payer Payment Date, the aggregate amount of Finance Charge Collections and
Acquired Interchange that is distributed by the Receivables Trustee to
Barclaycard Funding plc (the "MTN ISSUER") by the Receivables Trustee (and
deposited in the Series 04-1 Distribution Account) on the related
Distribution Date in respect of the Class C Monthly Finance Amount
(provided that, for the avoidance of doubt, MTN Issuer Available Funds
(Series 04-1 Class C) excludes any amounts distributed by the Receivables
Trustee to the MTN Issuer in respect of Excess Finance Charge Amounts).
"PARTY B AVAILABLE FUNDS (SERIES 04-1 CLASS C)" means, in relation to any
Party B Floating Rate Payer Payment Date, the amount that is available to
Party B for payment of the Party B Floating Rate Payer Payment Amount
calculated for that Party B Floating Rate Payer Payment Date in accordance
with the priority of payments set forth in the Trust Deed (provided that,
for the avoidance of doubt, Party B Available Funds (Series 04-1 Class C)
shall exclude any amounts received by Party B in respect of Further
Interest on the Series 04-1 MTN Certificate).
The obligation of Party A to pay the Party A Floating Rate Amount on any
Party A Floating Rate Payer Payment Date will be reduced by an amount equal
to the Party A Floating Rate Amount otherwise payable on such Party A
Floating Rate Payer Payment Date (prior to any adjustment thereof in
accordance with this Section 3.2) multiplied by the Reduction Ratio. The
"REDUCTION RATIO" is a fraction equal to:
Deferred Interest Amount
--------------------------------
Aggregate Party B Payment Amount
The "AGGREGATE PARTY B PAYMENT AMOUNT" is equal to the Party B Floating
Rate Amount, before any adjustment thereof in accordance with the terms of
the provisions of this Section 3.2, that would otherwise have been payable
on such Party B Floating Rate Payer Payment Date.
(B) In the event that, on any Party B Floating Rate Payer Payment Date, there
are any MTN Issuer Make-up Funds (Series 04-1 Class C) and hence any Party
B Make-up Funds (Series 04-1 Class C) (any such amount for the relevant
Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B AMOUNT"),
the obligation of Party B to pay the Party B Floating Rate Amount on any
Party B Floating Rate Payer Payment Date shall be increased by the
Additional Party B Amount.
Accordingly, on such Party B Floating Rate Payer Payment Date, Party B
shall pay the Party B Floating Rate Amount that would otherwise have been
calculated for that Party
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B Floating Rate Payer Payment Date as well as any Additional Party B
Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 04-1 CLASS C)" means, in relation
to any Party B Floating Rate Payer Payment Date, the aggregate amount of
Finance Charge Collections and Acquired Interchange that is distributed by
the Receivables Trustee to the MTN Issuer on the related Distribution Date
by deposit to the Series 04-1 Distribution Account in respect of either of
the following: (a) the Class C Deficiency Amount (if and to the extent that
the same is attributable to the Class C Monthly Finance Amount for any
earlier Distribution Date); and (b) the Class C Additional Finance Amount
(if and to the extent that the same is attributable to the Class C
Deficiency Amount for any earlier Distribution Date), provided that, for
the avoidance of doubt, the MTN Issuer Make-up Funds (Series 04-1 Class C)
shall exclude any amounts distributed by the Receivables Trustee to the MTN
Issuer in respect of Excess Finance Charge Amounts. "PARTY B MAKE-UP FUNDS
(SERIES 04-1 CLASS C)" means, in relation to any Party B Floating Rate
Payer Payment Date, the amount that is available to Party B for payment of
the Additional Party B Amount in accordance with the priority of payments
set forth in the Trust Deed, provided that, for the avoidance of doubt,
Party B Make-up Funds (Series 04-1 Class C) shall exclude any amounts
received by Party B in respect of Further Interest on the Series 04-1 MTN
Certificate.
The obligation of Party A to pay the Party A Floating Rate Amount on any
Party A Floating Rate Payer Payment Date will be increased by an amount
(the "ADDITIONAL PARTY A AMOUNT") equal to the Party A Floating Rate Amount
otherwise payable on such Party A Floating Rate Payer Payment Date (prior
to any adjustment thereof in accordance with this Section 3.2) multiplied
by the Increase Ratio. Accordingly, on such Party A Floating Rate Payer
Payment Date, Party A shall pay the Party A Floating Rate Amount as well as
the Additional Party A Amount. The "INCREASE RATIO" is a fraction equal to:
Additional Party B Amount
--------------------------------
Aggregate Party B Payment Amount
3.3 REDEMPTION PERIOD.
On the earliest to occur of (a) the Series 04-1 Scheduled Redemption Date
in the event that the Series 04-1 Class C Debt Amount is not redeemed in
full on such date, (b) the first distribution date for the Regulated
Amortisation Period, or (c) the first distribution date for the Rapid
Amortisation Period (any such event, a "REDEMPTION TRIGGER") then the
following provisions shall apply.
The "REDEMPTION PERIOD END DATE" is the earlier of (a) the Party B Floating
Rate Payer Payment Date falling in [.], and (b) the date upon which the
Series 04-1 Class C Debt Amount is redeemed in full.
From the occurrence of the Redemption Trigger, the Termination Date shall
be amended to be the Redemption Period End Date. The period from and
including the date on which the Redemption Trigger occurs and the
Redemption Period End Date is called the "REDEMPTION PERIOD".
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During the Redemption Period:
(a) the Party B Floating Rate Payer Period End Date shall be amended (each
such Party B Floating Rate Payer Period End Date thereafter, an
"AMENDED PARTY B FLOATING RATE PAYER PERIOD END DATE") to be the
15/th/ day of each calendar month, subject to adjustment in accordance
with the Following Business Day Convention, provided that if the
Redemption Period commences on a day other than a date which would
otherwise have been a Party B Floating Rate Payer Period End Date (but
for adjustment in accordance with this Section 3.3) then the first
Amended Party B Floating Rate Payer Period End Date shall be the Party
B Floating Rate Payer Period End Date which would have occurred but
for adjustment in accordance with this Section 3.3 and thereafter each
Amended Party B Floating Rate Payer Period End Date shall be the
15/th/ day of each calendar month, subject to adjustment in accordance
with the Following Business Day Convention; and
(b) the Designated Maturity for Party B shall change to 1 month commencing
on the first Amended Party B Floating Rate Payer Period End Date.
3.4 AMORTISATION OF PARTY A CURRENCY AMOUNT AND PARTY B CURRENCY AMOUNT DURING
REDEMPTION PERIOD
During the Redemption Period, on each Party B Floating Rate Payer Period
End Date (including the Series 04-1 Scheduled Redemption Date if the
Redemption Trigger falls on the Series 04-1 Scheduled Redemption Date), the
Party B Currency Amount shall be reduced (for the next following
Calculation Period for Party B) by the amount on deposit on that Party B
Floating Rate Payer Period End Date in the Series 04-1 Issuer Account and
referable to the Series 04-1 Class C Debt Amount and credited to the Class
C Notes Principal Ledger (the amount of such reduction, the "PARTY B
AMORTISATION AMOUNT"). On each Party B Floating Rate Payer Payment Date
corresponding to such Party B Floating Rate Payer Period End Date, Party B
shall pay to Party A an amount equal to the Party B Amortisation Amount.
During the Redemption Period, on each Party A Floating Rate Payer Period
End Date (including the Series 04-1 Scheduled Redemption Date if the
Redemption Trigger occurs on the Series 04-1 Scheduled Redemption Date),
the Party A Currency Amount shall be reduced (for the next following
Calculation Period for Party A) by an amount (the "PARTY A AMORTISATION
AMOUNT") calculated as specified below. The Party A Amortisation Amount is
equal to A x B/C where:
A = the Party A Currency Amount calculated on the Effective Date
B = the Party B Amortisation Amount applicable on the Party B Floating Rate
Payer Period End Date occurring on such Party A Floating Rate Payer Period
End Date
C = the Party B Currency Amount calculated on the Effective Date.
On each Party A Floating Rate Payer Payment Date, Party A shall pay to
Party B an amount equal to the Party A Amortisation Amount, if any.
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If the Termination Date occurs at the end of the Redemption Period, to the
extent that, on the Termination Date, there are no funds in respect of
principal deposited in the Series 04-1 Distribution Account for Class C,
and hence no funds (in respect of principal) deposited by the MTN Issuer in
the Series 04-1 Issuer Account and referable to the Series 04-1 Class C
Debt Amount, on and with effect from on the Termination Date each of the
Party B Currency Amount and the Party A Currency Amount shall be reduced to
zero.
4. ACCOUNT DETAILS
Account for Barclays Bank PLC
Payments to SWIFT: BARCGB22
Party A in GBP: Sort code: 20-00-00
Beneficiary: Barclays Swaps
Beneficiary Account: [00152021]
Account for Barclays Bank PLC NY
Payments to SWIFT: BARCUS33
Party A in USD Beneficiary: Barclays Swaps and Options Group NY
Beneficiary Account: [050-01922-8]
Account for Barclays Bank PLC
Payments to Sort code: 20-19-90
Party B in GBP: Account number: [.]
Account for Barclays Bank PLC
Payments to Sort code: 20-19-90
Party B in USD: Account number: [.]
5. CONTACT FOR PARTY A DOCUMENTATION AND OPERATIONS:
Barclays Bank PLC
Attention: Derivatives Director, Legal Division (marked urgent)
Telephone: +44 20 7773 2224
Fax No: +44 20 7773 4932
6. GOVERNING LAW: England
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.
BARCLAYS BANK PLC
By:
Title:
Confirmed as of the date first written:
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GRACECHURCH CARD FUNDING (NO. 6) PLC
By:
Title: Authorised Signatory
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