EXHIBIT 10.3
CLASS B CONFIRMATION
Confirmation to the
1992 ISDA Master(R) Agreement
relating to the Class B Swap Agreement
Dated 2 December 2004
GRACECHURCH CARD FUNDING (NO. 7) PLC
Re: Transaction between Barclays Bank PLC ("PARTY A") and Gracechurch Card
Funding (No. 7) 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 2 December 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. 7) PLC
Trade Date: [__] November 2004
Effective Date: 2 December 2004; provided, however, that
effectiveness is subject to the issuance of the
Notes and the receipt by the Series 04-2 Issuer on
or prior to 2 December 2004 of unconditional
confirmation that upon issue the
Class B Notes will be rated Aaa by Moody's and AAA
by Standard & Poor's.
Termination Date: 15 November 2007, 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 37,500,000 (subject to adjustment during the
Redemption Period as set out herein)
Party A Floating Rate Payer
Period End Dates: The 15th day of each calendar month from and
including January 2005 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
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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
Designated Maturity: 1 month, except for the initial calculation period
which shall be the linear interpolation of two and
three months
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 15th day of each January, April, July and
October 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: 15th January 2005 and thereafter the 15th 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
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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 two and three months
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 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 04-2 Class B 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.
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 04-2 Class B), and hence the amount
of Party B Available Funds (Series 04-2 Class B), 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 04-2 CLASS B)" 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
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deposited in the Series 04-2 Distribution Account) on the related
Distribution Date in respect of the Class B Monthly Finance Amount
(provided that, for the avoidance of doubt, MTN Issuer Available Funds
(Series 04-2 Class B) excludes any amounts distributed by the
Receivables Trustee to the MTN Issuer in respect of Excess Finance
Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 04-2 CLASS B)" 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 04-2 Class B) shall exclude any amounts received
by Party B in respect of Further Interest on the Series 04-2 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 04-2 Class B) and hence
any Party B Make-up Funds (Series 04-2 Class B) (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 B Floating Rate Payer Payment Date as
well as any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES
04-2 CLASS B)" 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
04-2 Distribution Account in respect of either of the following: (a) the
Class B Deficiency Amount (if and to the extent that the same is
attributable to the Class B Monthly Finance Amount for any earlier
Distribution Date); and (b) the Class B Additional Finance Amount (if
and to the extent that the same is attributable to the Class B
Deficiency Amount for any earlier Distribution Date), provided that, for
the avoidance
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of doubt, the MTN Issuer Make-up Funds (Series 04-2 Class B) 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 04-2 CLASS B)" 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 04-2 Class B) shall
exclude any amounts received by Party B in respect of Further Interest
on the Series 04-2 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 04-2 Scheduled Redemption
Date in the event that the Series 04-2 Class B 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 November 2009, and (b) the
date upon which the Series 04-2 Class B 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".
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 15th 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
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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 15th 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 04-2 Scheduled Redemption Date if the
Redemption Trigger falls on the Series 04-2 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 04-2 Issuer Account
and referable to the Series 04-2 Class B Debt Amount and credited to the
Class B 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 04-2 Scheduled Redemption Date if the
Redemption Trigger occurs on the Series 04-2 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.
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 04-2 Distribution Account for Class
B, and hence no funds (in respect of principal) deposited by the MTN
Issuer in the Series 04-2 Issuer Account and referable to the Series
04-2 Class B Debt Amount, on and with effect from on the Termination
7
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 Party A SWIFT: BARCGB22
in GBP: Sort code: 20-00-00
Beneficiary: Barclays Swaps
Beneficiary Account: 00152021
Account for Barclays Bank PLC NY
Payments to Party A SWIFT: BARCUS33
in USD Beneficiary: Barclays Swaps and Options Group NY
Beneficiary Account: 050-01922-8
Account for Barclays Bank PLC
Payments to Party B Sort code: 20-19-90
in GBP: Account number: 90271012
Account for Barclays Bank PLC
Payments to Party B Sort code: 20-19-90
in USD: Account number: 49269111
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: Authorised Signatory
Confirmed as of the date first written:
GRACECHURCH CARD FUNDING (NO. 7) PLC
8
By:
Per pro SFM Directors Limited
As Director
Title: Authorised Signatory
9
EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
SCHEDULE
TO THE MASTER AGREEMENT
DATED AS OF 2 DECEMBER 2004
between
BARCLAYS BANK PLC
("PARTY A")
and
GRACECHURCH CARD FUNDING (NO. 7) PLC
("PARTY B")
PART 1
TERMINATION PROVISIONS
1.1 "SPECIFIED ENTITY" for the purpose of Sections 5(a)(v), 5(a)(vi),
5(a)(vii) and 5(b)(iv) will not apply to Party A or Party B.
1.2 "SPECIFIED TRANSACTION" has the meaning specified in Section 14.
1.3 The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to Party
A and will not apply to Party B.
1.4 The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not
apply to Party A and will not apply to Party B.
1.5 The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
to Party A or to Party B.
1.6 PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:
(i) Market Quotation will apply.
(ii) The Second Method will apply.
1.7 "TERMINATION CURRENCY" means (a) in the case of a payment due from Party
A, the lawful currency for the time being of the United States of America,
and (b) in the case of a payment due from Party B, the lawful currency for
the time being of the United Kingdom.
1.8 "BANKRUPTCY" sub-clause (2) of Section 5 (a)(vii) shall not apply to Party
B.
1.9 ADDITIONAL TERMINATION EVENTS
(A) ADDITIONAL TERMINATION EVENTS. The following shall constitute Additional
Termination Events:
(i) ENFORCEMENT NOTICE. An Enforcement Notice is served upon Party B by
the Note Trustee and, with respect to such Additional Termination
Event, Party B shall be the sole Affected Party.
EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
(ii) RATING EVENT. A Rating Event as defined in Part 5.2 shall have
occurred. Party A shall be the sole Affected Party in respect
thereof.
(iii) WITHHOLDING TAX EVENT. In the event that there is a withholding tax
imposed (1) in relation to the Party B's payments under the Notes;
(2) in relation to any payments to Party B under the Series 04-2
MTN; (3) in relation to Party B's payments under this Agreement, (4)
in relation to Party A's payments under this Agreement (following
the expiration of a period of 30 days from Party B or the Note
Trustee becoming aware of the imposition of such withholding tax and
notwithstanding Party A's obligations in relation to Section
6(b)(ii)(2) of this Agreement); provided that: (A) with respect to
the Additional Termination Events set out in this paragraph
1.9(a)(iii), for purposes of Section 6(b)(iv) of the Agreement
(Right to Terminate), Party A shall be the sole Affected Party (and
provided further that in the event that Party B exercises its right
to terminate in accordance with the Agreement, the relevant class of
Noteholders in respect of the relevant Agreement shall first have
directed the Note Trustee to terminate the relevant Agreement by way
of extraordinary resolution); (B) with respect to the Additional
Termination Events set out in this paragraph 1.9(a)(iii)(1),
1.9(a)(iii)(2) and/or 1.9(a)(iii)(3), for purposes of all
calculations and payments in respect of early termination as
provided by Section 6(e) of this Agreement (Payments on Early
Termination), Party B shall be considered to be the sole Affected
Party for purposes of all such calculations.
(iv) DECLARATION OF PURPOSE TRUST - CESSATION OF SERIES 04-2 INVESTOR
BENEFICIARY INTEREST. The subject (being the Series 04-2 Investor
Beneficiary Interest) of the Declaration of Purpose Trust has been
reduced to zero and is not capable of reinstatement and, with
respect to such Additional Termination Event, Party B shall be the
sole Affected Party, provided always that: (1) the provisions of
Section 6(e) of this Agreement will not apply to the Additional
Termination Event contained in this sub-paragraph (iv); and (2) in
connection with any Additional Termination Event in this
sub-paragraph (iv) any Early Termination Amount shall be zero.
1.10(A) The "TAX EVENT" provisions of Section 5(b)(ii) (and accordingly
5(b)(iii)) will not apply to Party A and Party B. Party A shall not be
entitled to terminate any Transaction pursuant to Section 5(b)(iii) if
it is the Affected Party (as defined in that section).
PART 2
TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party B will not make any representation and Party A will
make the following representation:
"It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on
account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
to the other party under this Agreement. In making this
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of
this Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party pursuant
to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement, provided that it shall not be a
breach of this representation where reliance is placed on clause
(ii) and the other party does not deliver a form or document under
Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position."
(b) PAYEE TAX REPRESENTATIONS For the purposes of Section 3(f) of this
Agreement, Party A will make the following representation:
"Party A is entering into the Transactions through a branch in the
United Kingdom within the charge to United Kingdom corporation tax
and holds the Transactions solely for the purpose of a trade carried
on by party A through that branch otherwise than as agent or nominee
for another person."
PART 3
AGREEMENT TO DELIVER DOCUMENTS
(a) Tax forms, documents or certificates to be delivered are:
---------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE
DOCUMENT DELIVERED
---------------------------------------------------------------------------------------------------------------
Party A and Party B Any document required or reasonably requested Promptly upon the
to allow Party A or Party B to make payments reasonable demand by the
under this Agreement without any deduction or other party
withholding for or on account of any tax or
with such deduction or withholding at a
reduced rate or to enable the relevant party
to claim back or be refunded for any amount
of Tax so withheld or deducted where such
relevant party received a payment under this
Agreement net of such Tax
---------------------------------------------------------------------------------------------------------------
(b) Other documents to be delivered are:
---------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENTS DELIVERED 3(D)
---------------------- ------------------------------------------ ------------------------ --------------------
Party A and Party B Evidence satisfactory to the other Upon execution of this Yes
party as to the authority of its Agreement and
signatories to this Agreement and to the relevant
each Confirmation including Confirmation, as
specimen signatures of such applicable
signatories
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
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PARTY REQUIRED TO FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENTS DELIVERED 3(D)
---------------------- ------------------------------------------ ------------------------ --------------------
Party A and Party B Evidence satisfactory to the other Upon execution Yes
party as to its capacity and ability to thisAgreement
enter into this Agreement and any
Transaction hereunder
---------------------- ------------------------------------------ ------------------------ --------------------
Party B A legal opinion in a form satisfactory Upon execution of this No
to Party A Agreement
---------------------- ------------------------------------------ ------------------------ --------------------
Party B A duly executed copy of the Trust Deed Upon execution of this No
Agreement
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PART 4
MISCELLANEOUS
4.1 ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this Agreement:
Addresses for notices or communications to Party A:
For notices regarding operation, payment and confirmation matters only,
notices should be sent to the address of the relevant branch set out in
the relevant Confirmation (as may be amended from time to time), with a
copy in the case of notices or communications relating to Sections 5, 6,
7, 11 or 13 to:
ADDRESS: 5 The North Colonnade, Canary Wharf, London E14 4BB
ATTENTION: Derivatives Director, Legal Division (marked urgent)
FACSIMILE NO: (+44) 207 773 4932 TELEPHONE NO: (+44) 207 773 2224
WITH A COPY TO: Note Trustee
ADDRESS: One Canada Square, London E14 5AL
Addresses for notices or communications to Party B:
ADDRESS: 54 Lombard Street, London EC3P 3AH
ATTENTION: The Directors
FACSIMILE NO: +44 870 242 2733
WITH A COPY TO: Note Trustee
ADDRESS: One Canada Square, London E14 5AL
4.2 PROCESS AGENT. For the purpose of Section 14(c) of this Agreement:
Party A appoints as its Process Agent: None
Party B appoints as its Process Agent: None
4.3 OFFICES. The provisions of Section 10(a) will apply to this Agreement.
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
4.4 MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party, and will act through its London
branch. Party B is not a Multibranch Party.
4.5 CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
4.6 CREDIT SUPPORT DOCUMENT. Not applicable.
4.7 CREDIT SUPPORT PROVIDER. Not applicable.
4.8 GOVERNING LAW. This Agreement will be governed by and construed in
accordance with English law.
4.9 NETTING OF PAYMENTS. Section 2(c)(ii) of this Agreement will apply to
Transactions entered into under this Agreement.
4.10 NO SET-OFF.
(i) All payments under this Agreement shall be made without set-off or
counterclaim, except as expressly provided for in Section 2(c) or
Section 6.
(ii) Section 6(e) shall be amended by the deletion of the following
sentence; "The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be
subject to any set-off.
4.11 "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
4.12 ADDITIONAL REPRESENTATION.
(a) Section 3 is amended by the addition at the end thereof of the
following additional representations:
"(g) NO AGENCY. It is entering into this Agreement and each
Transaction as principal and not as agent of any person."
(b) The following additional representation shall be given by Party A
only:
"(h) PARI PASSU. Its obligations under this Agreement rank pari
passu with all of its other unsecured, unsubordinated
obligations except those obligations preferred by operation of
law."
4.13 CALCULATIONS
In the event that Party A is the sole Affected Party or Defaulting Party,
Party B will be entitled (but not obliged in the event that it does not
designate an Early Termination Date) to proceed in accordance with Section
6 of the Agreement subject to the following:
(i) For the purposes of Section 6(d)(i), Party B's obligation with
respect to the extent of information to be provided with its
calculations is limited to information Party B has already received
in writing and provided Party B is able to release this information
without breaching the provisions of any law applicable to, or any
contractual restriction binding upon, Party B
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
(ii) The following amendments shall be deemed to be made to the
definitions of "MARKET QUOTATION":
(a) the word "firm" shall be added before the word "quotations" in
the second line;
(b) the words "provided that the documentation relating thereto is
either the same as this Agreement and the existing
confirmations hereto (and the short-term, unsecured and
unsubordinated debt obligations of the Reference Market-maker
are rated not less than "P-1" by Moody's and the long-term,
unsecured and unsubordinated debt obligations of the Reference
Market-maker are rated not less than "A1" by Moody's or
Moody's has confirmed in writing such proposed documentation
and proposed counterparty will not adversely impact the
ratings of the [Notes] shall be added after "agree" in the
sixteenth line; and
(c) the last sentence shall be deleted and replaced with the
following:
"If, on the last date set for delivery of quotations, exactly
two quotations are provided, the Market Quotation will be
either (a) the higher of the two quotations where there would
be a sum payable by Party B to Party A, or (b) the lower of
the two quotations where there would be a sum payable by Party
A to Party B. If only one quotation is provided on such date,
Party B may, in its discretion, accept such quotation as the
Market Quotation and if Party B does not accept such quotation
(or if no quotation has been provided), it will be deemed that
the Market Quotation in respect of the Terminated Transaction
cannot be determined."
(iii) For the purpose of the definition of "MARKET QUOTATION", and without
limiting the general rights of Party B under the Agreement:
(A) Party B will undertake to use its reasonable efforts to obtain
at least three firm quotations as soon as reasonably
practicable after the Early Termination Date and in any event
within the time period specified pursuant to (iii)(C) below;
(B) Party A shall, for the purposes of Section 6(e), be permitted
to obtain quotations from Reference Market-makers; and
(C) if no quotations have been obtained within [*] Local Business
Days after the occurrence of the Early Termination Date or
such longer period as Party B may specify in writing to Party
A, then it will be deemed that the Market Quotation in respect
of the Terminated Transaction cannot be determined.
(iv) Party B will be deemed to have discharged its obligations under
(iii)(A) above if it promptly requests, in writing, Party A (such
request to be made within two Local Business Days after the
occurrence of the Early Termination Date) to obtain quotations from
Reference Market-makers.
(v) Party B will not be obliged to consult with Party A as to the day
and time of obtaining any quotations.
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
PART 5
OTHER PROVISIONS
5.1 OBLIGATIONS. In Section 2(a)(iii) the words "or Potential Event of
Default" shall be deleted.
5.2 RATING EVENT
(i)(x) If, at any time, the long-term, unsecured and unsubordinated debt
obligations of Party A (or its successor) cease to be rated at
least as high as A1 (or its equivalent) by Moody's (and, at such
time, the long-term, unsecured and unsubordinated debt obligations
of any co-obligor to Party A are not rated as high as A1 (or its
equivalent) by Moody's (such ratings together the "MOODY'S
REQUIRED RATINGS I")), then Party A will, at its own cost within
30 days from ceasing to meet Moody's Required Ratings 1:
(a) transfer all of its rights and obligations with respect to this
Agreement to either (x) a replacement third party with the Moody's
Required Ratings I domiciled in the same legal jurisdiction as
Party A or the Issuer or (y) a replacement third party agreed by
Moody's; or
(b) procure another person to become co-obligor in respect of the
obligations of Party A under this Agreement. Such co-obligor may
be either (x) a person with the Moody's Required Ratings I
domiciled in the same legal jurisdiction as Party A or the Issuer,
or (y) a person agreed by Moody's; or
(c) take such other action as Party A may agree with Moody's; or
(d) at its own cost, lodge collateral in an amount determined in
accordance with the Moody's Criteria as set out in the Credit
Support Annex to this Schedule in support of its obligations under
this Agreement (or other lesser amount which might be agreed with
Moody's).
If any of (i)(x)(a), (i)(x)(b) or (i)(x)(c) are satisfied at any time, all
collateral (or the equivalent thereof, as appropriate) transferred by
Party A pursuant to (i)(x)(d) above will be retransferred to Party A and
Party A will not be required to transfer any additional collateral.
(i)(y) If, at any time, (i) the long-term, unsecured and unsubordinated
debt obligations of Party A (or its successor) cease to be rated
at least as high as A3 (or its equivalent) by Moody's or (ii) the
short-term, unsecured and unsubordinated debt obligations of Party
A (or its successor) cease to be rated at least as high as Prime-1
(or its equivalent) by Moody's (such ratings together the "MOODY'S
REQUIRED RATINGS II") (and, at such time, the long-term, unsecured
and unsubordinated debt obligations or the short-term, unsecured
and unsubordinated debt obligations of any co-obligor to Party A
are not rated as high as the Moody's Required Ratings I, then
Party A will, on a best efforts basis and at its own cost attempt
to:
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
(a) transfer all of its rights and obligations with respect to
this Agreement to either (x) a replacement third party with
the Moody's Required Ratings I domiciled in the same legal
jurisdiction as Party A or the Issuer or (y) a replacement
third party agreed by Moody's; or
(b) procure another person to become co-obligor in respect of
the obligations of Party A under this Agreement. Such
co-obligor may be either (x) a person with the Moody's
Required Ratings I domiciled in the same legal jurisdiction
as Party A or the Issuer, or (y) a person agreed by Moody's;
or
(c) take such other action as Party A may agree with Moody's.
Pending compliance with (i)(y)(a), (i)(y)(b) or (i)(y)(c) above,
Party A will, at its own cost:
(d) within the later of 10 days from ceasing to meet Moody's
Required Ratings II or 30 days from ceasing to meet Moody's
Required Ratings 1, lodge collateral in an amount determined
in accordance with the Moody's Criteria (as defined in the
Credit Support Annex to this Schedule) in support of its
obligations under this Agreement (or other lesser amount
which might be agreed with Moody's).
If any of (i)(y)(a), (i)(y)(b) or (i)(y)(c) are satisfied at any
time, all collateral (or the equivalent thereof, as appropriate)
transferred by Party A pursuant to (i)(y)(d) above will be
retransferred to Party A and Party A will not be required to
transfer any additional collateral.
In relation to paragraphs 5.2(i)(x)(d) and 5.2(i)(y)(d) above,
Party A will, upon receipt of reasonable notice from Moody's
demonstrate to Moody's the calculation by it of the mark-to-market
value of the outstanding Transactions.
(ii) If, at any time, (i) the short-term unsecured, unsubordinated and
unguaranteed debt obligations of Party A are assigned a rating of
less than A-1+ by S&P (the "S&P REQUIRED RATING") or (ii) any such
rating is withdrawn by S&P, then the Party A will, at its own
cost, within 30 days from ceasing to meet the S&P Required Rating,
use its best endeavours (at the option of Party A) to:
(a) transfer and assign its rights and obligations under this
Agreement and the Transaction dated the same date hereof
between Party A and Party B to either (x) a third party
having the S&P Required Rating or (y) a replacement third
party agreed by S[and]P; or
(b) enter into an agreement with a third party, having either
(x) the S&P Required Rating or (y) a party agreed with S&P,
which party will guarantee the obligations of Party A under
this Agreement; or
(c) at its own cost, lodge collateral in an amount
(notwithstanding any provisions of any credit support annex
in respect of this Agreement) determined in accordance with
the then applicable S&P Criteria (as
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
defined in the Credit Support Annex to this Schedule) in
support of its obligations under this Agreement (or other
lesser amount which might be agreed with S&P) ; or
(d) find any other solution acceptable to S&P to maintain the
then current rating of the Notes.
(iii) If Party A does not take the measures described in either (i) or
(ii) above, such failure shall not be or give rise to an Event of
Default but shall constitute an Additional Termination Event (a
"RATING EVENT") with respect to Party A and shall be deemed to
have occurred on the thirtieth day following such downgrade (as
appropriate) with Party A as the sole Affected Party and all
Transactions shall be Affected Transactions, provided that the
foregoing shall not apply in respect of any failure by Party A to
comply with its obligations under the Credit Support Annex.
Further, it shall constitute an Additional Termination Event with
respect to Party A if Party A fails to satisfy one of (a), (b) or
(c) under paragraph 5.2(i)(y) above, (assuming for this purpose
only that the words, "on a best efforts basis and", and, "attempt
to", are deleted from that paragraph), and such Additional
Termination Event shall be deemed to have occurred on the
thirtieth day following such downgrade (as appropriate) with Party
A as the sole Affected Party and all Transactions shall be
Affected Transactions.
If Party A fails to comply with 5.2(i)(y)(d) of the Schedule such failure
shall give rise to an Event of Default with respect to Party A and shall
be deemed to have occurred on the tenth day from ceasing to meet Moody's
Required Ratings II with Party A as the Defaulting Party. Further, it
shall constitute an Additional Termination Event with respect to Party A
if, even after satisfying the requirements of 5.2(i)(y)(d) of the
Schedule, Party A has failed within 30 days of ceasing to meet Moody's
Required Ratings II to either:
(a) transfer all of its rights and obligations with respect to this
Agreement to a replacement third party with the Required Ratings
domiciled in the same legal jurisdiction as Party A or Party B; or
(b) procure another person with the Required Ratings which is
domiciled in the same legal jurisdiction as Party A or Party B to
become co-obligor in respect of the obligations of Party A under
this Agreement; or
(c) take such other action agreed with Moody's,
and such Additional Termination Event shall be deemed to have occurred on
the thirtieth day from Party A ceasing to meet Moody's Required Ratings II
with Party A as the sole Affected Party and all Transactions shall be
Affected Transactions.
In the event that Party B were to designate an Early Termination Date and
there would be a payment due to Party A, Party B may only designate such
Early Termination Date in respect of an Additional Termination Event under
this Clause 5.2 if Party B has found a replacement counterparty willing to
enter into a new transaction on terms that reflect as closely as
reasonably possible (as Party B may, in its absolute discretion,
determine) the economic and legal terms of the Terminated Transactions
with Party A.
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
5.3 DISAPPLICATION OF CERTAIN EVENTS OF DEFAULT AND TERMINATION EVENTS. The
provisions of Sections 5(a)(ii), 5(a)(iii) and 5(a)(iv) shall not apply
with respect to Party B.
5.4 AMENDMENT TO EVENTS OF DEFAULT AND TERMINATION EVENTS. At the end of
Section 5(a)(i) the addition of the following:
"(for the purposes of this Section failure to pay shall be deemed to
include circumstances where payment is made by a party but is subsequently
required to be repaid pursuant to any applicable laws or regulations)".
5.5 INDEMNIFIABLE TAX. For the purposes of Section 2(d)(i)(4) no tax shall be
an Indemnifiable Tax.
5.6 GROSS-UP PROVISION
Neither Party A nor Party B will in any circumstances be required to pay
additional amounts in respect of any Indemnifiable Tax or be under any
obligation to pay to the other any amount in respect of any liability of
such other party for or on account of any Tax, and, accordingly, Section
2(d)(i)(4) and Section 2(d)(ii) of this Agreement shall not apply.
5.7 TRANSFERS. Section 7 of this Agreement is replaced in its entirety with
the following:
"(a) GENERAL
Save as provided in Part 5.2(i)(x)(a), (i)(y)(a) or (ii)(a) of the
Schedule to this Agreement and this paragraph, neither party may
transfer its interest hereunder or under any Transaction to another
party.
(b) TRANSFERS BY PARTY A
(i) Transfers by Party A if a Tax Event occurs and Party A is the
Affected Party.
(a) Section 6(b)(ii) shall not apply and Party A and Party B
will seek to find an alternative counterparty to replace
Party A so that such Tax Event ceases; or
(b) Party A may, with the prior consent of Party B, S&P,
Moody's and the Trustee, within 20 days after it gives
notice under Section 6(b)(i) (or, if earlier, on the
relevant Scheduled Payment Date next following the date
upon which the Tax Event occurs) transfer all its rights
and obligations under this Agreement in respect of the
Affected Transactions to any of its offices or branches
or any other person so that such Tax Event ceases to
exist;
(c) In the event that Party A is unable to Transfer the
Affected Transactions in accordance with Section
7(b)(i), a Termination Event will occur with both
parties being Affected Parties.
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
(ii) Transfers by Party A for any other reason
Party A may with the prior written consent of Party B, S&P,
Moody's and the Trustee, make a transfer of this Agreement to
any Affiliate of Party A (but without prejudice to any other
right or remedy under this Agreement);
With respect to this Section 7(b), Party B, S&P, Moody's and the Trustee
shall not be entitled to withhold their consent to a proposed transfer if:
(1) any transferee of Party A enters into documentation identical or,
subject to the Trustee's consent, substantially identical to this
Agreement and the documents executed in connection with this
Agreement;
(2) the short-term unsecured debt obligation of the transferee of Party A,
as rated by S&P and Moody's is, at least "A-1"/"Prime 1";
(3) as of the date of such transfer the Transferee will not, as a result
of such transfer, be required to withhold or deduct on account of tax
under this Agreement;
(4) a Termination Event or an Event of Default does not occur under this
Agreement as a result of such transfer; and
(5) no additional amount will be payable by Party B to Party A or the
Transferee on the next succeeding Scheduled Payment Date as a result
of such transfer.
(a) TRANSFERS BY PARTY B
Neither this Agreement nor any interest in or under this Agreement or any
Transaction may be transferred by Party B to any other entity save with
Party A's prior written consent EXCEPT THAT such consent is not required in
the case of a transfer, charge or assignment to the Trustee as contemplated
in the Deed of Charge. For the avoidance of doubt, Party A hereby agrees
and consents to the assignment by way of security by Party B of its
interests under this Agreement to the Trustee (or any successor thereto)
pursuant to and in accordance with the Deed of Charge and acknowledges
notice of such assignment. Party A and Party B acknowledge that the
provisions of this Agreement and any Transaction hereunder will be subject
to (a) the priority of payments set out in the Ninth Schedule to the Trust
Deed and (b) the Deed of Charge each dated of even date of this Agreement
without regard to any subsequent amendments thereto.
Any transfer by Party B shall be subject to the consent of the Trustee, S&P
and Moody's."
5.8 REDUCTION OF PAYMENT OBLIGATIONS. In the event that any payment made by
Party B to Party A under a Transaction is less than the amount which Party
B would be required to pay Party A but for Part 5.9.2 below the payment
obligation of Party A to Party B shall be rateably reduced to the extent
of the reduction in the amount paid by Party B to Party A. For the
avoidance of doubt the payment of a reduced amount by Party A under this
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
Agreement shall not constitute a breach of the payment obligations
specified in Section 2(a)(i).
5.9 NO LIABILITY AND NO PETITION. Party A shall not be entitled to have
recourse for the payment or recovery of any monies owing to it by Party B
under this Agreement to any asset of Party B except to the extent provided
in the Deed of Charge. Accordingly:
5.9.1 Party A agrees that it shall not:
(i) take any corporate action or other steps or legal
proceedings for the winding-up, dissolution or
re-organisation or for the appointment of a receiver,
administrator, administrative receiver, trustee, liquidator,
sequestrator or similar officer of Party B or of any or all
Party B's revenues and assets; or
(ii) have any right to take any steps for the purpose of
obtaining payment of any amounts payable to it under this
Agreement by Party B and shall not take any steps to recover
any debts whatsoever owing to it by Party B,
except as permitted by the Deed of Charge; and
5.9.2 If the net proceeds of realisation of the security constituted by
the Deed of Charge upon enforcement thereof in accordance with the
provisions of the Deed of Charge are less than the aggregate
amount payable in such circumstances by the Issuer to Party A and
the other parties to the Deed of Charge (the "TRANSACTION
PARTIES") (such negative amount being referred to herein as a
"shortfall"), the obligations of Party B in respect of the Notes
of each Class and its obligations to Party A and the other
Transaction Parties in such circumstances will be limited to such
net proceeds which shall be applied in accordance with the order
of priority set out in the Deed of Charge. In such circumstances,
the other assets (if any) of Party B will not be available for
payment of such shortfall, which shortfall shall be borne by the
Transaction Parties in accordance with the order of priority set
out in the Deed of Charge (applied in reverse order), the rights
of the Transaction Parties to receive any further amounts in
respect of such obligations shall be extinguished and none of the
Noteholders of each Class or the other Transaction Parties may
take any further action to recover such amounts.
Only the Note Trustee may pursue the remedies available under
applicable laws, under the Notes, the Deed of Charge and under the
other Documents (including this Agreement) to enforce the rights
of the Noteholders, Party A, the Note Trustee or the Expenses Loan
Provider against the Issuer, and no Noteholder or any of Party A,
the Note Trustee or the Expenses Loan Provider shall be entitled
to proceed directly against the Issuer other than in accordance
with the Deed of Charge (including, without limitation, Clause 17
(Limited Recourse; Non-Petition) thereof).
5.10 SUCCESSORS. References in this Agreement to the parties hereto, Party A
and Party B shall (for the avoidance of doubt) include, where appropriate,
any permitted successor or assign thereof.
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
5.11 DEFINITIONS. This Agreement, the Confirmations and each Transaction
hereunder are subject to the 2000 ISDA Definitions (as published by the
International Swap and Derivatives Association, Inc.) (the "DEFINITIONS")
and will be governed in all respects by the provisions set forth in the
Definitions, without regard to any amendments subsequent to the date
hereof. The provisions of the Definitions are incorporated by reference in
and shall be deemed to be part of this Agreement and each Confirmation as
if set forth in full in this Agreement and in each such Confirmation. In
the event of any inconsistency between the provisions of this Agreement
and the Definitions, this Agreement will prevail. Words and expressions
used in this Schedule which are not defined herein or in the Definitions
shall have the same meanings as are given to them in the Confirmation.
Terms defined or referred to in (a) the Trust Deed dated of even date with
this Agreement and executed by Party B and the Note Trustee and (b) the
Master Definitions Schedule dated 24 October 2002 and executed by, inter
alia, Party A and Party B shall, where the context permits, bear the same
respective meanings herein. In the event of any conflict between the
Master Definitions Schedule and the definitions in the Trust Deed, the
definitions in the Trust Deed shall prevail.
5.12 BENEFIT OF AGREEMENT. Any legal entity into which Party A is merged or
converted or any legal entity resulting from any merger or conversion to
which Party A is a party shall, to the extent permitted by applicable law,
be a party to this Agreement in place of Party A without any further act
or formality.
5.13 RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to represent to
the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):
5.13.1 NON-RELIANCE. It is acting for its own account, and it has made
its own independent decisions to enter into that Transaction and
as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as
it has deemed necessary. It is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood
that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment
advice or a recommendation to enter into that Transaction. No
communication (written or oral) received from the other party
shall be deemed to be an assurance or guarantee as to the expected
results of that Transaction.
5.13.2 ASSESSMENT AND UNDERSTANDING. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that Transaction.
5.13.3 STATUS OF PARTIES. The other party is not acting as fiduciary for
or an adviser to it in respect of that Transaction.
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
5.14 Section 2(b) is hereby amended to read in its entirety as follows:
CHANGE OF ACCOUNT. Party A may change its account for receiving payment or
delivery by giving notice to Party B at least ten Local Business Days
prior to the scheduled date for payment or delivery to which such change
applies unless Party B gives timely notice of a reasonable objection to
such change. Party B may change its account for receiving payment or
delivery by giving notice to Party A at least ten Local Business Days
prior to the scheduled date for payment or delivery to which such change
applied unless Party A gives timely notice of a reasonable objection to
such change.
5.15 SEPARATE AGREEMENTS Section 1(c) (Single Agreement) will be deleted and
replaced with the following:
"Each Transaction is entered into on the basis that this Master Agreement
(including the Schedule) is incorporated by reference into the
Confirmation relating to that Transaction so that this Master Agreement
and the relevant Confirmation shall form a single agreement with respect
to that Transaction. This Master Agreement shall not be construed to form
a single agreement with two or more Confirmations together unless specific
provision to that effect is made in the relevant Confirmation.
Accordingly, all references to this "AGREEMENT" mean, with respect to any
Transaction, this Master Agreement together with the Confirmation relating
to that Transaction. It is understood that the parties would not enter
into any Transaction except on the foregoing terms."
5.16 INCONSISTENCY In the event of an inconsistency among or between any of the
following documents, the relevant document first listed below shall
govern.
(i) Confirmation;
(ii) Schedule;
(iii) Definitions.
5.17 RECORDING OF TELEPHONE CONVERSATIONS. Each party consents to the recording
of the telephone conversations of trading and marketing personnel of the
parties. Party A agrees to obtain any necessary consent of, and give
notice of such recording to, such personnel of it.
5.18 SEVERABILITY. Any provision of this Agreement which is prohibited (for
reasons other than those constituting an illegality) or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions of the Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction unless the
severance shall substantially impair the benefits of the remaining
portions of this Agreement or change the reciprocal obligations of the
parties.
5.19 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999. A person who is not a party
to this Agreement shall have no right under the Contracts (Rights of Third
Party) Act 1999 to enforce any of its terms but this shall not affect any
right or remedy of a third party which exists or is available apart from
that Act.
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EXHIBIT 10.2A
EXHIBIT 10.3A
EXHIBIT 10.4A
IN WITNESS whereof, the parties have executed this Schedule by their duly
authorised officers as of the date hereof.
BARCLAYS BANK PLC GRACECHURCH CARD FUNDING
(NO. 7) PLC
By: By:
Name: Name:
Title: Title: As Director
Date: 2 December 2004 Date: 2 December 2004
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