EXHIBIT 4.9
CLASS B GLOBAL NOTE CERTIFICATE
CUSIP: 38405W AC 4
ISIN: US38405WAC47
IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER
PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE
PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS
NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY
NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE
CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY
BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER
IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. (OR, AS THE CASE MAY
BE, SUCH OTHER PERSON), HAS AN INTEREST HEREIN.
GRACECHURCH CARD FUNDING (NO. 8) PLC
(INCORPORATED WITH LIMITED LIABILITY UNDER
THE LAWS OF ENGLAND AND WALES)
$[__]
CLASS B FLOATING RATE ASSET-BACKED NOTES DUE 2008
CLASS B GLOBAL NOTE CERTIFICATE
1. INTRODUCTION
This Class B Global Note Certificate is issued in respect of the $[__]
Class B Floating Rate Asset-Backed Notes due 2008 (the "CLASS B NOTES")
of Gracechurch Card Funding (No. 8) PLC (the "ISSUER"). The Class B Notes
are constituted by, are subject to, and have the benefit of, a trust deed
dated [__] June 2005 (as amended or supplemented from time to time, the
"TRUST DEED") between the Issuer and The Bank of New York as trustee (the
"TRUSTEE", which expression includes all persons for the time being
appointed trustee or trustees under the Trust Deed) and are the subject
of a Paying Agency and Agent Bank Agreement dated [__] June 2005 (as
amended or supplemented from time to time, the "PAYING AGENCY AND AGENT
BANK AGREEMENT") and made between the Issuer, The Bank of New York as
registrar (the "REGISTRAR", which expression includes any successor
registrar appointed from time to time in connection with the Class B
Notes), The Bank of New York as principal paying agent, the other paying
agents and the transfer agents named therein and the Trustee.
2. REFERENCES TO CONDITIONS
Any reference herein to the "CONDITIONS" is to the terms and conditions
of the Class B Notes attached hereto and any reference to a numbered
"CONDITION" is to the correspondingly numbered provision thereof.
3. REGISTERED HOLDER
This is to certify that:
CEDE & CO.
is the person registered in the register maintained by the Registrar in
relation to the Class B Notes (the "REGISTER") as the duly registered
holder (the "HOLDER") of the Class B Notes represented from time to time
by this Class B Global Note Certificate.
4. PROMISE TO PAY
The Issuer, for value received, hereby promises to pay to the Holder such
principal sum as is noted in the records of the custodian for The
Depository Trust Company (the "DTC CUSTODIAN" and "DTC", respectively) as
being the principal amount of this Class B Global Note Certificate for
the time being on the Interest Payment Date in June 2010 or on such
earlier date or dates as the same may become payable in accordance with
the Conditions, and to pay interest on such principal sum in arrear on
the dates and at the rate specified in the Conditions, together with any
additional amounts payable in accordance with the Conditions, all subject
to and in accordance with the Conditions.
5. TRANSFERS IN WHOLE
Transfers of this Class B Global Note Certificate shall be limited to
transfers in whole, but not in part, to nominees of DTC or to a successor
of DTC or to such successor's nominee.
6. EXCHANGE FOR CLASS B INDIVIDUAL NOTE CERTIFICATES
This Class B Global Note Certificate will be exchanged in whole (but not
in part) for duly authenticated and completed individual note
certificates ("CLASS B INDIVIDUAL NOTE CERTIFICATES") in substantially
the form (subject to completion) set out in the Seventh Schedule (Form of
Class B Individual Note Certificate) to the Trust Deed if any of the
following events occurs:
(a) the Notes become immediately due and repayable by reason of an
Event of Default; or
(b) DTC at any time notifies the Issuer that it is at any time
unwilling or unable to hold the Global Note Certificates or is
unwilling or unable to continue as or has ceased to be, a clearing
agency registered under the United States
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Securities and Exchange Act of 1934 and in each case the Issuer is
unable to locate a qualified successor within 90 days of receiving
such notification;
Such exchange shall be effected in accordance with paragraph 7
(Delivery of Class B Individual Note Certificates) below. The
Issuer shall notify the Holder of the occurrence of any of the
events specified in paragraph (a) and (b) above as soon as
practicable thereafter.
7. DELIVERY OF CLASS B INDIVIDUAL NOTE CERTIFICATES
Whenever this Class B Global Note Certificate is to be exchanged for
Class B Individual Note Certificates, such Class B Individual Note
Certificates shall be issued in an aggregate principal amount equal to
the principal amount of this Class B Global Note Certificate within five
business days of the delivery, by or on behalf of the Noteholders, DTC,
Euroclear and/or Clearstream, Luxembourg, to the Registrar of such
information as is required to complete and deliver such Class B
Individual Note Certificates (including, without limitation, the names
and addresses of the persons in whose names the Class B Individual Note
Certificates are to be registered and the principal amount of each such
person's holding) against the surrender of this Class B Global Note
Certificate at the Specified Office (as defined in the Conditions) of the
Registrar. Such exchange shall be effected in accordance with the
provisions of the Paying Agency and Agent Bank Agreement and the
regulations concerning the transfer and registration of Class B Notes
scheduled thereto (if any) and, in particular, shall be effected without
charge to any Holder or the Trustee, but against such indemnity as the
Registrar may require in respect of any transfer tax, governmental charge
or any cost or expense relating to insurance, postage, transportation or
any similar charge in connection with the delivery of such Individual
Note Certificates, which will be the sole responsibility of the Issuer.
No service charge will be made for any registration of transfer or
exchange of any Individual Note Certificates. In this paragraph,
"BUSINESS DAY" means a day on which commercial banks are open for
business (including dealings in foreign currencies) in the city in which
the Registrar has its Specified Office.
8. CONDITIONS APPLY
Save as otherwise provided herein, the Holder of this Class B Global Note
Certificate shall have the benefit of, and be subject to, the Conditions
and, for the purposes of this Class B Global Note Certificate, any
reference in the Conditions to "NOTE CERTIFICATE" or "NOTE CERTIFICATES"
shall, except where the context otherwise requires, be construed so as to
include this Class B Global Note Certificate.
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9. NOTICES
Notwithstanding Condition 14 (Notices), so long as this Class B Global
Note Certificate is held on behalf of DTC or any other clearing system
(an "ALTERNATIVE CLEARING SYSTEM"), notices to Holders of Class B Notes
represented by this Class B Global Note Certificate may be given by
delivery of the relevant notice to DTC or (as the case may be) such
Alternative Clearing System.
10. LEGENDS
The statements set out in the legends above are an integral part of this
Class B Global Note Certificate and, by acceptance hereof, each Holder of
this Class B Global Note Certificate agrees to be subject to and bound by
such legends.
11. DETERMINATION OF ENTITLEMENT
This Class B Global Note Certificate is evidence of entitlement only and
is not a document of title. Entitlements are determined by the Register
and only the Holder is entitled to payment in respect of this Class B
Global Note Certificate.
12. AUTHENTICATION
This Class B Global Note Certificate shall not be valid for any purpose
until it has been authenticated for and on behalf of The Bank of New York
as registrar.
13. GOVERNING LAW
This Class B Global Note Certificate is governed by, and shall be
construed in accordance with, English law.
AS WITNESS the manual or facsimile signature of a duly authorised person on
behalf of the Issuer.
GRACECHURCH CARD FUNDING (NO. 8) PLC
By: ..............................
[manual or facsimile signature]
(duly authorised)
ISSUED as of [issue date]
AUTHENTICATED for and on behalf of
The Bank of New York
as registrar without recourse, warranty
or liability
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By: ..................
[manual signature]
(duly authorised)
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FORM OF TRANSFER
FOR VALUE RECEIVED.............................., being the registered holder of
this Class B Global Note Certificate, hereby transfers
to..............................................................................
.................................................................................
of..............................................................................
.................................................................................
.................................................................................
..................,
$ ............... in principal amount of the $[__] Class B Asset-Backed Floating
Rate Notes due 2008 (the "CLASS B NOTES") of Gracechurch Card Funding (No. 8)
PLC (the "ISSUER") and irrevocably requests and authorises The Bank of New
York, in its capacity as registrar in relation to the Class B Notes (or any
successor to The Bank of New York, in its capacity as such) to effect the
relevant transfer by means of appropriate entries in the register kept by it.
Dated: ...................
By: ................
(duly authorised)
NOTES
(a) The name of the person by or on whose behalf this form of transfer is
signed must correspond with the name of the registered holder as it
appears on the face of this Class B Global Note Certificate.
(b) A representative of such registered holder should state the capacity in
which he signs, e.g. executor.
(c) The signature of the person effecting a transfer shall conform to any
list of duly authorised specimen signatures supplied by the registered
holder or be certified by a recognised bank, notary public or in such
other manner as the Registrar may require.
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[Terms and Conditions as set out in the Ninth Schedule]
PRINCIPAL PAYING AGENT REGISTRAR, NEW YORK PAYING
AGENT AND TRANSFER AGENT
THE BANK OF NEW YORK THE BANK OF NEW YORK
ONE CANADA SQUARE ONE WALL STREET
LONDON E14 5AL NEW YORK
UK NEW YORK
USA 10286
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