EXHIBIT 4.10
TEMPORARY GLOBAL NOTE CERTIFICATE
ISIN: XS0199159301 Common Code: 019915930
BARCLAYCARD FUNDING PLC
(a public limited company incorporated under the laws of England and Wales)
BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND NOTE CERTIFICATE PROGRAMME
TEMPORARY GLOBAL NOTE CERTIFICATE
REPRESENTING UP TO
(POUND)[__]
FLOATING RATE ASSET BACKED NOTE CERTIFICATES DUE 2007
This global note is a Temporary Global Note Certificate without interest coupons
issued in respect of an issue of an aggregate principal amount of (pound)[__] of
Floating Rate Asset Backed Notes due 2007 (the "NOTE CERTIFICATE") by
Barclaycard Funding PLC (the "MTN ISSUER").
The MTN Issuer for value received promises, all in accordance with the terms and
conditions set out in the applicable Series 04-2 Supplement ("TERMS AND
CONDITIONS") and the Principal Trust Deed (as defined below) to pay to the
bearer upon presentation or, as the case may be, surrender hereof in respect of
each Note Certificate for the time being from time to time represented hereby,
on the maturity date specified in the Terms and Conditions or on such earlier
date as any such Note Certificate may become due and payable in accordance with
the Terms and Conditions, the Principal Amount on such dates as may be specified
in the Terms and Conditions or, if any such Note Certificate shall become due
and payable on any other date, the Principal Amount and, in respect of each such
Note Certificate, to pay interest and all other amounts as may be payable
pursuant to the Terms and Conditions all subject to and in accordance therewith.
Except as specified herein, the bearer of this Temporary Global Note Certificate
is entitled to the benefit of the Terms and Conditions and of the same
obligations on the part of the MTN Issuer as if such bearer were the bearer of
the Note Certificates represented hereby and to the benefit of those provisions
of the Terms and Conditions (and the obligations on the part of the MTN Issuer
contained therein) applicable specifically to Temporary Global Note Certificate,
and all payments under and to the bearer of this Temporary Global Note
Certificate shall be valid and effective to satisfy and discharge the
corresponding Liabilities of the MTN Issuer in respect of the Note Certificates.
This Temporary Global Note Certificate is issued pursuant to a security trust
deed and MTN cash management deed dated 23 November 1999 (the "PRINCIPAL TRUST
DEED") together with the supplemental trust deed in respect of Series 04-2 dated
[2] December 2004 (the "SERIES 04-2 SUPPLEMENT" and, together with the Principal
Trust Deed, the "TRUST DEED") and made between the MTN Issuer and The Bank of
New York, London Branch as trustee (the "TRUSTEE" which expression includes any
person or corporation from time to time appointed as trustee). Words and
expressions defined expressly or by reference in the Terms and Conditions and
the Trust Deed shall have the same meanings in this Temporary Global Note
Certificate.
On or after the expiry of 40 days after the date of issue of this Temporary
Global Note Certificate (the "EXCHANGE DATE"), this Temporary Global Note
Certificate shall be exchangeable in whole or in part for a Permanent Global
Note or, in the circumstances set out in the Series 04-2 Supplement for
Definitive Note. An exchange for a Permanent Global Note or, as the case may be,
Definitive Note will be made only on or after the Exchange Date (specified in
the Series 04-2 Supplement) and upon presentation or, as the case may be,
surrender of this Temporary Global Note Certificate to the Principal Paying
Agent at its specified office and upon and to the extent of delivery to the
Principal Paying Agent of a certificate or certificates issued by Euroclear Bank
S.A./N.V. as operator of the Euroclear System ("EUROCLEAR") or Clearstream,
Luxembourg or by any other relevant clearing system and dated not earlier than
the Exchange Date in substantially the form set out in Annex I hereto or, as the
case may be, in the form that is customarily issued in such circumstances by
such other clearing system. Any Definitive Note will be made available for
collection by the persons entitled thereto at the specified office of the
Principal Paying Agent.
The MTN Issuer undertakes to procure that the relevant Permanent Global Note and
Definitive Note will be duly issued in accordance with the Terms and Conditions,
the provisions hereof and of the Trust Deed.
The bearer of this Temporary Global Note Certificate shall not (unless, upon due
presentation of this Temporary Global Note Certificate for exchange (in whole or
in part) for a Permanent Global Note or for delivery of Definitive Note, such
exchange or delivery is improperly withheld or refused and such withholding or
refusal is continuing at the relevant payment date) be entitled to receive any
payment in respect of the Note Certificates represented by this Temporary Global
Note Certificate which falls due on or after the Exchange Date or be entitled to
exercise any option on a date after the Exchange Date.
Payments of interest otherwise falling due before the Exchange Date will be made
only upon presentation of this Temporary Global Note Certificate at the
specified office of any of the Paying Agents outside the United States and upon
and to the extent of delivery to the relevant Paying Agent of a certificate or
certificates issued by Euroclear or Clearstream, Luxembourg or by any other
relevant clearing system and dated not earlier than the relevant interest
payment date in substantially the form set out in Annex II hereto or, as the
case may be, in the form that is customarily issued in such circumstances by
such other clearing system.
On any occasion on which a payment of principal is made in respect of this
Temporary Global Note Certificate or on which this Temporary Global Note
Certificate is exchanged in
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whole or in part as aforesaid or on which Note Certificate represented by this
Temporary Global Note Certificate are to be cancelled, the MTN Issuer shall
procure that (i) the aggregate principal amount of the Note Certificates in
respect of which such payment is made (or, in the case of a partial payment, the
corresponding part thereof) or which are delivered in definitive form or which
are to be exchanged for a permanent global instrument or which are to be
cancelled and (ii) the remaining principal amount of this Temporary Global Note
Certificate (which shall be the previous principal amount hereof less the amount
referred to at (i) above) are noted on the Schedule hereto, whereupon the
principal amount of this Temporary Global Note Certificate shall for all
purposes be as most recently so noted.
On each occasion on which an option is exercised in respect of any Note
Certificates represented by this Temporary Global Note Certificate, the MTN
Issuer shall procure that the appropriate notations are made on the Schedule
hereto.
The obligations of the MTN Issuer in respect of this Temporary Global Note
Certificate are limited recourse in nature, as more particularly set out in the
Terms and Conditions and the Trust Deed. In addition the bearer of this
Temporary Global Note Certificate and, inter alios, the Trustee are restricted
in the proceedings which they may take against the MTN Issuer to enforce their
rights hereunder and under the Trust Deed, as more particularly set out in the
Terms and Conditions and the Trust Deed.
This Temporary Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
The MTN Issuer irrevocably agrees for the benefit of the bearer that the courts
of England are to have jurisdiction to hear and determine any suit, action or
proceedings, and to settle any disputes, which may arise out of or in connection
with these presents (respectively, "PROCEEDINGS" and "DISPUTES") and, for such
purposes, irrevocably submits to the jurisdiction of such courts. The MTN Issuer
irrevocably waives any objection which it might now or hereafter have to the
courts of England being nominated as the forum to hear and determine any
Proceedings and to settle any Disputes and agrees not to claim that any such
court is not a convenient or appropriate forum.
This Temporary Global Note Certificate shall not be valid for any purpose until
authenticated for and on behalf of The Bank of New York, London Branch as Issue
Agent.
AS WITNESS the manual or facsimile signature of a director, duly authorised
officer, or duly authorised attorney on behalf of the MTN Issuer.
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THE SCHEDULE
PAYMENTS, DELIVERY OF DEFINITIVE NOTE CERTIFICATES, EXCHANGE FOR PERMANENT GLOBAL NOTE CERTIFICATE,
EXERCISE OF OPTIONS AND CANCELLATION OF NOTE CERTIFICATES
==============================================================================================================================
Date of Amount of Amount of Aggregate Aggregate Aggregate Aggregate Remaining Authorised
payment, interest then principal principal principal principal principal principal signature by
delivery, paid then paid amount of amount of amount of amount in amount of or on behalf
exchange, Definitive Note this Note respect of this of the
exercise of Certificates Temporary Certificate which option Temporary Principal
option (and then delivered Global Note then is exercised Global Note Paying Agent
date upon Certificate cancelled Certificate
which then
exercise is exchanged for
effective) or the Permanent
cancellation Global Note
Certificate
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==============================================================================================================================
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BARCLAYCARD FUNDING PLC
By:[manual/facsimile signature]
(director)
ISSUED in London on [2] December 2004
AUTHENTICATED for and on behalf of THE BANK OF NEW YORK as Issue Agent without
recourse, warranty or liability
By:[manual signature]
(duly authorised)
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ANNEX I
[Form of certificate to be given in relation to exchanges of this
Temporary Global Note for the Permanent Global Note
Certificates or Definitive Note Certificates:]
BARCLAYCARD FUNDING PLC
(POUND)[__] FLOATING RATE ASSET BACKED NOTE CERTIFICATE
(the "NOTE CERTIFICATE")
This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our "MEMBER ORGANISATIONS") substantially to the effect
set forth in the Agency Agreement as of the date hereof, [ ] principal amount of
the above-captioned Note Certificate (i) is owned by persons that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate or trust the income of which is subject to United
States Federal income taxation regardless of its source ("UNITED STATES
PERSONS"), (ii) is owned by United States persons that (a) are foreign branches
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) ("FINANCIAL INSTITUTIONS")) purchasing for their own
account or for resale, or (b) acquired the Note Certificates through and are
holding through on the date hereof (as such terms "acquired through" and
"holding through" are described in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions
(and in either case (a) or (b), each such United States financial institution
has agreed, on its own behalf or through its agent, that we may advise the MTN
Issuer or the MTN Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and to the further effect that United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Note Certificates for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "UNITED STATES" means the United States of America (including
the States and the District of Columbia); and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the Temporary Global security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organisations to the effect that the statements made by such
Member Organisations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as at the date hereof.
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We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.
Date:[ ]1
[Euroclear Bank S.A./N.V. as operator of the Euroclear System/Clearstream,
Luxembourg]
By:[authorised signature]
________________________________________________________________________________
1 To be dated not earlier than the Exchange Date.
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ANNEX II
[Form of certificate to be given in relation to payments of interest
falling due before the Exchange Date:]
BARCLAYCARD FUNDING PLC
(POUND)[__] FLOATING RATE ASSET BACKED NOTE CERTIFICATE
(the "NOTE CERTIFICATE")
This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our "MEMBER ORGANISATIONS") substantially to the effect
set forth in the Issue and Paying Agency Agreement as of the date hereof, [ ]
principal amount of the above-captioned Note Certificates (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("UNITED STATES PERSONS"), (ii) is owned by United States persons that (a) are
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v) ("FINANCIAL INSTITUTIONS"))
purchasing for their own account or for resale, or (b) acquired the Note
Certificates through and are holding through on the date hereof (as such terms
"acquired through" and "holding through" are described in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States
financial institutions (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the MTN Issuer or the MTN Issuer's agent that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign
financial institutions described in clause (iii) above (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired the
Note Certificates for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.
If the Securities are of the category contemplated in Section 230.903(b)(3) of
Regulation S under the Securities Act of 1933, as amended, then this is also to
certify with respect to such principal amount of the Note Certificates set forth
above that, except as set out below, we have received in writing, by tested
telex or by electronic transmission, from our Member Organisations entitled to a
portion of such principal amount, certifications with respect of such portion,
substantially to the effect set forth in the Temporary Global Note Certificate
representing the Note Certificates.
As used herein, "UNITED STATES" means the United States of America (including
the States and the District of Columbia); and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
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We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the Temporary Global security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organisations to the effect that the statements made by such
Member Organisations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as at the date hereof.
We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.
Date:[ ]2
[Euroclear Bank S.A./N.V. as operator of the Euroclear System/Clearstream,
Luxembourg]
By:[authorised signature]
________________________________________________________________________________
2 To be dated not earlier than the relevant interest payment date.
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ANNEX III
[Form of accountholder's certification referred to in the preceding
certificate:]
BARCLAYCARD FUNDING PLC
(POUND)[__] FLOATING RATE ASSET BACKED NOTE CERTIFICATE
(the "NOTE CERTIFICATE")
This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Note Certificate held by you for our account (i) are owned
by persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to the United States Federal income taxation regardless of its source
("UNITED STATES PERSONS"), (ii) are owned by United States person(s) that (a)
are foreign branches of a United States financial institution (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("FINANCIAL INSTITUTIONS")
purchasing for their own account or for resale, or (b) acquired the Note
Certificates through and are holding through on the date hereof (as such terms
"acquired through" and "holding through" are described in U.S. Treasury
Regulations Section 1.163-5(c) (2)(i) (D)(6)) foreign branches of United States
financial institutions (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise the MTN Issuer or the MTN Issuer's agent that it will comply
with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are
owned by United States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Note
Certificates is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) this is
further to certify that such financial institution has not acquired the Note
Certificates for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
If the Note Certificates are of the category contemplated in Section
230.903(b)(3) of Regulation S under the Securities Act of 1933 (the "ACT") then
this is also to certify that, as except as set forth below, the Note
Certificates are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Note Certificates in transactions which did not
require registration under the Act. As used in this paragraph, the term "U.S.
person" has the meaning given to it by Regulation S under the Act.
As used herein, "UNITED STATES" means the United States of America (including
the States and the District of Columbia); and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Note Certificates
held by you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
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This certification excepts and does not relate to [ ] of such interest in the
above Note Certificate in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Note Certificate (or, if
relevant, exercise of any rights or collection of any interest) cannot be made
until we do so certify.
We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States.
In connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.
Date:[ ]3
[ACCOUNTHOLDER] AS (OR AS AGENT FOR) THE BENEFICIAL OWNER OF THE NOTE
CERTIFICATES.
By:[authorised signature]
________________________________________________________________________________
3 To be dated not earlier than fifteen days before the Exchange Date or, as the
case may be the relevant interest payment date.
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