C L I F F O R D LIMITED LIABILITY PARTNERSHIP
C H A N C E
EXHIBIT 10.5
Dated [2] DECEMBER 2004
BARCLAYS BANK PLC
as Lender
GRACECHURCH CARD FUNDING (NO. 7) PLC
as Issuer
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THE BANK OF NEW YORK
as Note Trustee
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EXPENSES LOAN AGREEMENT
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CONTENTS
CLAUSE PAGE
1. Definitions.............................................................1
2. The Facility............................................................4
3. Interest................................................................5
4. Payments................................................................5
5. Repayment...............................................................5
6. Prepayment..............................................................6
7. Representations Of The Issuer...........................................6
8. Enforcement Event.......................................................6
9. Enforcement And Subordination...........................................6
10. Notices ..........................................................7
11. Costs And Expenses......................................................8
12. Invalidity ..........................................................8
13. Assignment ..........................................................8
14. Remedies And Waivers....................................................8
15. Information And Variation...............................................8
16. Section 349 Bank........................................................9
17. Note Trustee As Party...................................................9
18. Counterparts ..........................................................9
19. Entire Agreement........................................................9
20. Governing Law And Jurisdiction..........................................9
21. Contract (Rights Of Third Parties) Act.................................10
SCHEDULE 1 MANDATORY COSTS..........................................11
THIS EXPENSES LOAN AGREEMENT is made on [2] December 2004
BETWEEN:
(1) BARCLAYS BANK PLC, a company incorporated in England and Wales having
its registered office at 54 Lombard Street, London, EC3P 3AH (the
"LENDER");
(2) GRACECHURCH CARD FUNDING (NO. 7) PLC, a company incorporated in
England and Wales (registered number 5183082) having its registered
office at 54 Lombard Street, London, EC3P 3AH (the "Issuer"); and
(3) THE BANK OF NEW YORK, a New York banking corporation whose London
branch is at 48th Floor One Canada Square, London E14 5AL (the "NOTE
TRUSTEE", which expression shall, whenever the context so admits,
include any other trustee or trustees for the time being pursuant to the
Trust Deed referred to below).
WHEREAS:
(A) The Issuer proposes to issue Notes pursuant to a trust deed dated
the Closing Date between the Issuer and the Note Trustee (the "TRUST
DEED").
(B) The Lender is willing to advance funds to the Issuer, to be used
with the net proceeds of the issue of the Notes to subscribe for the MTN
and to meet certain expenses incurred by the Issuer in regard to the
issue of the Notes, all on the terms and subject to the conditions
contained herein.
(C) The Note Trustee is the trustee for the holders of the Notes.
IT IS HEREBY AGREED as follows:-
1. DEFINITIONS
1.1 In this Agreement and in the Recitals hereto, except so far as the
context otherwise requires:-
"ADVANCE" shall have the meaning set out in Clause 2;
"BARCLAYCARD" means Barclays Bank PLC, acting through its business unit
"Barclaycard";
"BARCLAYS CAPITAL" means Barclays Bank PLC, acting through its investment
banking unit, "Barclays Capital";
"BELGIAN PLEDGE" means the pledge granted by the Issuer in favour of the Note
Trustee over the Issuer's rights, title and interest in and to the MTN and
governed by Belgian law;
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday, a public
holiday or a day on which banking institutions in London, England or New York
are authorised or obliged by law or executive order to be closed;
"CLOSING DATE" shall mean the date of this Agreement or such other date as shall
be agreed between all relevant parties for the closing of the issue of the
Notes;
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"COMMITMENT" means (pound)[*];
"CONDITIONS" means the terms and conditions applicable to the Notes in the form
or substantially in the form set out in the Seventh Schedule of the Trust Deed
and any reference in these presents to a particular numbered Condition shall be
construed accordingly;
"DEED OF CHARGE" means the deed of charge dated on or about the Closing Date
between, amongst others, the Issuer, the Note Trustee and the Lender;
"ENFORCEMENT NOTICE" means a notice given by the Note Trustee to the Issuer
under Condition 9 of the Notes;
"FACILITY" means the subordinated expenses loan facility the terms and
conditions of which are set out in this Agreement;
"FINAL REPAYMENT DATE" means the earlier of the Interest Payment Date falling in
November 2009 and the Interest Payment Date on which the Issuer makes the final
payment of interest, deferred interest and additional interest (if any) and
final repayment of principal in respect of each class of the Notes;
"INTEREST PAYMENT DATE" means the 15th day of each calendar month, or, if such
day is not a Business Day, the next following Business Day, PROVIDED that the
first Interest Payment Date shall fall on 17 January 2005;
"INTEREST PERIOD" means each successive period of one month commencing from the
first Interest Payment Date. The first Interest Period shall be the period from
and including the Closing Date to but excluding the first Interest Payment Date;
"ISSUER BANK AGREEMENT" means the bank agreement of even date to be made between
the Issuer and the Lender regarding the establishment and operation of the
Issuer's Expense Account and the Series 04-2 Issuer Bank Account;
"ISSUER'S EXPENSE ACCOUNT" shall mean the account with Barclays Bank PLC at 54
Lombard Street, London, EC3P 3AH with account number 20262412 sort code:
20-19-90;
"LIBOR" shall mean, for any Interest Period, the London interbank offered rate
for one-month sterling deposits determined by or on behalf of the Lender for
each Interest Period on the following basis:
(i) on the first day of the Interest Period for which the rate will apply
(or if such day is not a Business Day, the next succeeding Business
Day), the offered quotation to leading banks in the London Interbank
Market for one month sterling deposits by reference to the display
designated as the British Bankers Association LIBOR Rates as quoted on
the Moneyline Telerate Screen No. 3750 (or (aa) such other page as may
replace Moneyline Telerate Screen No. 3750 on that service for the
purposes of displaying such information or (bb) if that service ceases
to display such information, such page as displays such information on
such service as may replace the Moneyline Telerate Monitor) as at or
about 11.00 a.m. (London time) on that date (the "SCREEN RATE");
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(ii) if, on the relevant date, the Screen Rate does not appear on the
Moneyline Telerate Screen page, as aforesaid, the Lender will:
(A) request the principal London office of each of Barclays Bank PLC
and three other major banks as may be selected by the Lender
(together the "REFERENCE BANKS") to provide the Lender with its
offered quotation to leading banks in the London Interbank
Market for one month sterling deposits as at approximately 11.00
a.m. (London time) on the relevant date in question and in an
amount that is representative for a single transaction in that
market at that time; and
(B) determine the arithmetic mean (rounded upwards to four decimal
places) of such quotations; and
(iii) if on the relevant date the Screen Rate is unavailable and two or three
only of the Reference Banks provide offered quotations, the rate of
interest for the relevant Interest Period shall be determined in
accordance with the provisions of paragraph (ii) on the basis of the
arithmetic mean (rounded upwards to four decimal places) of the offered
quotations of those Reference Banks providing the offered quotations;
(iv) if fewer than two such quotations are provided by the Reference Banks as
requested, the Lender will determine the arithmetic mean (rounded
upwards to four decimal places) of the rates quoted by major banks in
London, selected by the Lender, at approximately 11.00 a.m. (London
time) on the first day of the relevant Interest Period for loans in
pounds sterling to leading banks for a period equal to the relevant
Interest Period and in amount that is representative for a single
transaction in that market at that time,
PROVIDED, that if the Lender is unable to determine the Screen Rate or, as the
case may be, the arithmetic mean in accordance with provisions in relation to
any Interest Period, LIBOR during such Interest Period will be the Screen Rate
or, as the case may be, the arithmetic mean last determined in relation to this
Agreement in respect of a preceding Interest Period;
"LOAN" means the principal amount of the Advance from time to time outstanding
as such amount is reduced from time to time by repayments hereunder;
"MANDATORY COST RATE" means the rate determined in accordance with Schedule 1
(Mandatory Costs);
"MARGIN" means [o] per cent. per annum;
"MTN ISSUER" means Barclaycard Funding PLC a public limited company incorporated
in England and Wales whose registered office is at 54 Lombard Street, London
EC3P 3AH;
"MTN" means the medium term note to be issued by the MTN Issuer on or about the
Closing Date;
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"NOTES" means the $675,000,000 Class A Asset-Backed Floating Rate Notes due
2007, $37,500,000 Class B Asset-Backed Floating Rate Notes due 2007, and
$37,500,000 Class C Asset-Backed Floating Rate Notes due 2007 constituted by the
Trust Deed;
"PAYING AGENCY AND AGENT BANK AGREEMENT" means the paying agency and agent bank
agreement dated on or about the Closing Date between the Issuer and The Bank of
New York;
"RELEVANT DOCUMENTS" means the Trust Deed, the Deed of Charge, the Paying Agency
and Agent Bank Agreement, the Depository Agreement, the Belgian Pledge, the
Issuer Bank Agreement and any mandate or other agreement relating to the Series
04-2 Distribution Account;
"SERIES 04-2 ISSUER ACCOUNTS" means the sterling bank accounts in the name of
the Issuer to be established in accordance with the provisions of the Issuer
Bank Agreement;
"SWAP AGREEMENTS" means the currency and interest rate swap agreements to be
made between the Issuer and the Swap Counterparty on the Closing Date;
"SWAP COUNTERPARTY" means Barclays Bank plc;
"TRUST DEED" means the trust deed for the Notes dated on or about the Closing
Date between the Note Trustee and the Issuer.
1.2 Terms defined in the Trust Deed shall, unless otherwise defined herein
or the context otherwise requires, bear the same meanings herein.
1.3 The headings in this Agreement shall not affect its interpretation.
1.4 Words denoting the singular number only shall include the plural number
also and vice versa; words denoting one gender only shall include the
other genders and words denoting persons only shall include firms and
corporations and vice versa.
1.5 Save where the contrary is indicated, any reference in this Agreement to
this Agreement or any other agreement or document shall be construed as
a reference to this Agreement or, as the case may be, such other
agreement or document as the same may have been, or may from time to
time be amended, varied, novated or supplemented.
2. THE FACILITY
Simultaneously with the completion of the issue of the Notes on the
Closing Date, the Lender will advance to the Issuer for the credit of
the Issuer's Expense Account an amount (the "ADVANCE") equal to the
lower of (a) the Commitment and (b) the aggregate of (i) the costs and
expenses of the Issuer arising in respect of the issue of Notes and (ii)
the difference between the purchase price for the MTN and the sterling
amount received by the Issuer on the Closing Date from the Swap
Counterparty under the terms of the Swap Agreements. Any Commitment
which remains undrawn after the Advance has been made shall be
cancelled.
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3. INTEREST
3.1 The period for which the Advance is outstanding hereunder shall be
divided into periods which shall correspond with the Interest Periods.
3.2 Subject to Clause 8, the Issuer shall pay interest on the Advance, at
the rate per annum which is the aggregate of (i) the Margin, (ii) LIBOR
for the relevant Interest Period and (iii) the Mandatory Cost Rate in
respect thereof. Interest will accrue from day to day and will be
calculated on the basis of actual days elapsed and a year of 365 days
(or 366 days if the relevant Interest Period ends in a leap year) and
will be (subject to Clause 9) payable in arrear on each Interest Payment
Date.
3.3 To the extent that the aggregate of the monies available to the Issuer
in the Series 04-2 Distribution Account on any Interest Payment Date is
less than the amount of interest then due to the Lender after taking
into account all other payments to be made therefrom on such date in
accordance with the Trust Deed in priority to such interest, payment of
the amount of the shortfall ("DEFERRED INTEREST") will be deferred to
the extent of available funds until the earlier of (a) the Interest
Payment Date thereafter on which funds are available to the Issuer to
pay such Deferred Interest and (b) the Final Repayment Date whereupon
any amount which has been deferred and remains unpaid shall cease to be
a debt due from the Issuer and any liability of the Issuer in respect of
such amount shall be extinguished provided for the avoidance of doubt,
the Issuer has made payments of all amounts held by it on the Final
Repayment Date prior to extinguishment of the debt or the liability.
3.4 Any payments made by the Issuer under this Agreement shall be paid after
deduction of withholding for tax where such deduction or withholding is
required by law and there shall be no obligation on the Issuer to pay
any additional amounts in respect of such witholding or deduction
notwithstanding the terms of any other document to which it is a party.
3.5 The Lender shall promptly notify the Issuer of each determination of
LIBOR made pursuant to this Agreement.
3.6 A statement made by the Lender as to any amount of interest payable
pursuant to this Clause shall, in the absence of manifest error, be
conclusive.
4. PAYMENTS
All payments required to be made by the Issuer hereunder shall be
calculated without reference to any set-off or counterclaim and shall be
made in sterling in immediately available funds.
5. REPAYMENT
Subject to Clause 8, the Advance shall be repaid in full on the Final
Repayment Date. The obligation of the Issuer to repay the Advance shall
be limited to the amount of funds which are available in the Series 04-2
Distribution Account on the Final Repayment Date to repay the loan in
full (after taking into account all other payments to be made therefrom
on such date in accordance with the Trust Deed in priority to
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repayment of the Advance). If such funds are insufficient to repay the
Advance in full, the shortfall shall cease to be a debt due from the
Issuer and any liability in respect of such amount shall be
extinguished.
6. PREPAYMENT
The Issuer may not, so long as any of the Notes remain outstanding,
prepay the whole or any part of the Advance without the prior written
consent of the Note Trustee.
7. REPRESENTATIONS OF THE ISSUER
The Issuer represents and warrants to the Lender on the date hereof
that:
(a) the Issuer is a company duly authorised under the laws of
England;
(b) the Issuer has full power and authority to deliver and perform
this Agreement, and has taken all necessary action to authorise
the execution, delivery and performance by it of this Agreement;
and
(c) this Agreement has been duly executed and delivered by the
Issuer and constitutes its legal, valid and binding obligation,
enforceable in accordance with its terms subject to bankruptcy,
insolvency, reorganisation, receivership and other laws relating
to, or affecting generally, the enforcement of creditors' rights
and remedies as the same may be applied in the event of the
bankruptcy, insolvency, reorganisation, receivership or
liquidation or a similar event of the Issuer or a moratorium
applicable to the Issuer and to general principles of equity.
8. ENFORCEMENT EVENT
If the Note Trustee serves an Enforcement Notice on the Issuer pursuant
to the Trust Deed it shall forthwith provide a copy thereof to the
Lender, and the Loan, together with all interest thereon, shall, subject
always to Clause 9, become immediately due and repayable.
9. ENFORCEMENT AND SUBORDINATION
9.1 The Lender agrees with the Note Trustee and the Issuer to be bound by
the terms of the Ninth Schedule to the Trust Deed (relating to priority
of payments) and in particular confirms that no sum, whether in respect
of principal or interest or otherwise relating to the Expenses Loan,
shall be due and payable by the Issuer except in accordance with the
Deed of Charge and the Ninth Schedule to the Trust Deed unless and until
all sums thereby required to be paid or provided for in priority thereto
have been paid or will be discharged in full.
9.2 The Lender shall not take any steps for the purpose of receiving any
debts whatsoever owing to it by the Issuer in connection with this
Agreement or enforcing any rights arising out of this Agreement against
the Issuer or procuring the winding-up, administration or liquidation of
the Issuer in respect of any of its liabilities whatsoever.
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9.3 The Lender agrees that its rights against the Issuer under this
Agreement are limited to the extent that the Lender will not take any
action or proceedings against the Issuer to recover any amounts due and
payable by the Issuer to the Lender under this Agreement, except to the
extent that the Issuer has sufficient assets to meet the Lender's claim
in full having taken into account all other liabilities both actual and
contingent of the Issuer which rank in priority to its liabilities to
the Lender under this Agreement and so that the Issuer shall not be
obliged to make any payment to the Lender hereunder if and to the extent
that the making of such payment would cause the Issuer to be or become
unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986.
9.4 Without prejudice to the foregoing provisions of this Clause, the Lender
hereby covenants with the Issuer and the Note Trustee that if, whether
in the liquidation of the Issuer or otherwise (and notwithstanding the
provisions of this Clause 9.4), any payment (which shall include any
set-off, combination or withholding) is received by it in respect of the
Loan or any interest thereon other than in accordance with the Trust
Deed the amount so paid shall be paid over to the Note Trustee forthwith
upon receipt PROVIDED, HOWEVER, that this Clause 9.4 shall have effect
only to the extent that it does not constitute or create and is not
deemed to constitute or create any mortgage, charge or other security
interest of any kind PROVIDED, FURTHER, that as between the Note Trustee
and the Issuer or any liquidator thereof such amounts paid under this
Clause 9.4 shall be deemed to be paid and as between the Lender and the
Issuer or any liquidator thereof such amounts paid under this Clause 9.4
shall be deemed not to have been paid.
9.5 The Lender hereby covenants with the Note Trustee and the Issuer that it
will not, except as may apply by operation of law, set off or claim to
set off the Loan or any interest thereon or any part of either thereof
against any liability owed by it to the Issuer.
10. NOTICES
(i) Each communication to be made hereunder shall, unless otherwise
stated, be made in writing but, unless otherwise stated, may be
made by telex, facsimile or letter.
(ii) Any communication, notice or document to be made or delivered by
any one person to another pursuant to this Agreement shall
(unless that other person has by fifteen days' written notice to
the other parties hereto specified another address) be made or
delivered to that other person at the address identified below
and shall be deemed to have been made or delivered when
despatched and confirmation of transmission received by the
sending machine (in the case of any communication made by
telefax) or when left at that address or (as the case may be)
ten days after being deposited in the post, postage prepaid, in
an envelope addressed to it at that address PROVIDED, HOWEVER,
that each telefax or telex communication made by one party
hereto to another shall be made to
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that other person at the telefax or telex number notified to
such party by that other person from time to time:
(a) in the case of the Lender, to its address at 8th floor,
10 The South Colonnade, Canary Wharf, London E14 4PU for
the attention of the Group Treasury, fax number 020 7773
1626;
(b) in the case of the Issuer, to its address appearing at
the beginning of this Agreement, fax number 020 7699
3271; and
(c) in the case of the Note Trustee, to its address
appearing at the beginning of this Agreement for the
attention of Global Structured Finance - Europe, fax
number 020 7964 6061/6399
or to such other address or for the attention of such
other person as may from time to time be notified by
either party to the other by written notice in
accordance with the provisions of this Clause 10.
11. COSTS AND EXPENSES
The Issuer shall promptly on demand of the Lender and the Note Trustee
pay to the Lender and the Note Trustee the amount of all costs and
expenses (including legal fees) reasonably incurred by any of them in
connection with the negotiation, preparation and execution of this
Agreement.
12. INVALIDITY
If, at any time, any of the provisions of this Agreement are or become
invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.
13. ASSIGNMENT
Each of the parties hereto agree that the Lender may not assign its
rights hereunder and that the rights of the Issuer hereunder may be
assigned to the Note Trustee.
14. REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on the part of the
Issuer or the Lender, any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or
remedy prevent any further or other exercise thereof or the exercise of
any other right or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.
15. INFORMATION AND VARIATION
15.1 The Lender shall provide to the Note Trustee such information and
evidence in respect of any dealing between the Issuer and the Lender
under this Agreement or otherwise as the Note Trustee may reasonably
request for the purpose of discharging the duties, trusts, powers,
authorities and discretions vested in the Note Trustee in or under the
Relevant Documents or by operation of law and the Issuer hereby waives
any right or
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duty of confidentiality which it may have or which may be owed to it by
the Lender in respect of such information and evidence.
15.2 No variation of this Agreement shall be effective unless it is duly
executed and delivered by (or by some person duly authorised by) each of
the parties.
16. SECTION 349 BANK
The Lender warrants that it is a Bank as defined for the purposes of
Section 349(3)(a) of the Income and Corporation Taxes Act 1988 and will
be within the charge to United Kingdom corporation tax as respects all
amounts regarded as interest for United Kingdom tax purposes received by
it under this Agreement.
17. NOTE TRUSTEE AS PARTY
The Note Trustee is a party hereto solely for taking benefit of various
covenants and other obligations of other parties hereto and shall incur
no liability in connection with this Agreement and/or other transactions
hereby envisaged.
18. COUNTERPARTS
This Agreement may be executed in any number of copies, and by the
different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties in
respect of the subject matter hereof. Any previous agreement among the
parties with respect to the subject matter hereof is superseded by this
Agreement. Nothing in this Agreement, expressed or implied, is intended
to confer upon any party other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this
Agreement.
20. GOVERNING LAW AND JURISDICTION
20.1 This Agreement is governed by, and shall be construed in accordance
with, English Law.
20.2 Each of the parties hereto irrevocably agrees for the benefit of each
other party that the courts of England shall have exclusive jurisdiction
to hear and determine any suit, action or proceeding, and to settle any
disputes, which may arise out of or in connection with this Agreement,
and, for such purposes, irrevocably submits to the exclusive
jurisdiction of such courts.
20.3 Each party hereto irrevocably waives any objection which it might now or
hereafter have to the courts of England referred to above being
nominated as the forum to hear and determine any suit, action or
proceeding, and to settle any dispute, which may arise out of or in
connection with this Agreement and agrees not to claim that any such
court is not a convenient or appropriate forum.
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20.4 Each party hereto (if it is not incorporated in England) irrevocably
appoints the person specified against its name on the execution pages
hereto below to accept service of any process on its behalf and further
undertakes to the other parties hereto that it will at all times during
the continuance of this Agreement maintain the appointment of some
person in England as its agent for the service of process and
irrevocably agrees that service of any writ, notice or other document
for the purposes of any suit, action or proceeding in the courts of
England shall be duly served upon it if delivered or sent by registered
post to the address of such appointee (or to such other address in
England as that party may notify to the other parties hereto).
21. CONTRACT (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Agreement has no right under the
Contract (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
IN WITNESS WHEREOF the parties hereto have signed and executed this Agreement
the day and year first above written.
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SCHEDULE 1
MANDATORY COSTS
1. The Mandatory Cost Rate is an addition to the interest rate to
compensate the Lender for the cost of compliance with the requirements
of:
(i) the Bank of England and/or the Financial Services Authority (or,
in either case, any other authority which replaces all or any of
its functions); or
(ii) the requirements of the European Central Bank.
2. On the first day of each Interest Period (or as soon as possible
thereafter) the Lender shall calculate the Mandatory Cost Rate as a
percentage rate in accordance with the formulae set out below.
3. The Mandatory Cost Rate will be calculated as follows:
(a) in relation to sterling Advances:
AB + C(B-D) + E x 0.01
......................per cent. per annum
100 - (A+C)
(b) in relation to Advances in any currency other than sterling:
E x 0.01
....................per cent. per annum
100 - (A+C)
Where:
A is the percentage of eligible liabilities (assuming these to be
in excess of any stated minimum) which the Lender is from time
to time required to maintain as an interest free cash ratio
deposit with the Bank of England to comply with cash ratio
requirements.
B is the percentage rate of interest (excluding the Margin and the
Mandatory Cost Rate) payable for the relevant Interest Period on
the Advance.
C is the percentage (if any) of eligible liabilities which the
Lender is required from time to time to maintain as interest
bearing special deposits with the Bank of England.
D is the percentage rate per annum payable by the Bank of England
to the Lender on interest bearing special deposits.
E is the rate of charge payable by the Lender to the Financial
Services Authority pursuant to the Fees Rules (calculated for
this purpose by the Lender as being the average of the fee
tariffs specified in the Fees Rules under the activity group A.1
Deposit acceptors, ignoring any minimum fee or zero rated fee
required pursuant to the Fees Rules) and expressed in pounds per
(pound)1,000,000 of the Tariff Base of the Lender.
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For the purposes of this Schedule:
(a) "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the meanings
given to them from time to time under or pursuant to the Bank of
England Act 1998 or (as may be appropriate) by the Bank of
England;
(b) "FEES RULES" means the rules on supervision fees contained in
the FSA Supervision Manual or such other law as may be in force
from time to time in respect of the payment of fees for the
acceptance of deposits; and
"TARIFF BASE" has the meaning given to it, and will be
calculated in accordance with, the Fees Rules.
In application of the above formulae, A, B, C and D will be included in
the formulae as percentages (i.e. 5 per cent. will be included in the
formula as 5 and not as 0.05). A negative result obtained by subtracting
D from B shall be taken as zero. The resulting figures shall be rounded
to four decimal places.
4. The Lender may from time to time, after consultation with the Issuer,
determine and notify to all parties any amendments which are required to
be made to any of the formulae set out above in order to comply with any
change in law, regulation or any requirements from time to time imposed
by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in either case, any other authority which replaces all
or any of its functions) and any such determination shall, in the
absence of manifest error, be conclusive and binding on all the parties
hereto.
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LENDER
SIGNED for and on behalf of )
BARCLAYS BANK PLC )
ISSUER
SIGNED for and on b )
GRACECHURCH CARD FUNDING )
(NO. 7) PLC )
NOTE TRUSTEE
SIGNED for and on behalf of )
THE BANK OF NEW YORK )
Acting through its London Branch )
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