EXHIBIT 10-4
Draft: 5 September 2005
BARCLAYCARD 9 - CLASS C CONFIRMATION
Confirmation to the
1992 ISDA Master(R) Agreement
relating to the Class C Swap Agreement
Dated 20 September 2005
GRACECHURCH CARD FUNDING (NO. 9) PLC
Re: Transaction between Barclays Bank PLC ("PARTY A") and Gracechurch Card
Funding (No. 9) 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 20 September 2005,
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. 9) PLC
Trade Date: [8] September 2005
Effective Date: 20 September 2005; provided, however,
that effectiveness is subject to the
issuance of the Notes and the receipt by
the Series 05-2 Issuer on or prior to 20
September 2005 of unconditional
confirmation that upon issue the Class
C Notes will be rated Baa1 by Moody's and
BBB by Standard & Poor's.
Termination Date: 15 September 2008, subject to
adjustment in accordance with the
Following Business Day Convention, and
subject to adjustment in accordance with
Section 3.3 below
Business Days: Any day other than a Saturday, a Sunday
or a day on which banking institutions
in London, England or New York, New York
are authorised or obliged by law to be closed
Calculation Agent Party A
INITIAL EXCHANGE AMOUNTS AND FINAL EXCHANGE AMOUNTS
Party A Initial Exchange
Amount: GBP [_]
Party A Initial Exchange
Date: Effective Date
Party A Final Exchange
Amount: Party A Currency Amount on the Termination
Date
Party A Final Exchange
Date: Termination Date
Party B Initial Exchange
Amount: USD [_]
Party B Initial Exchange
Date: Effective Date
Party B Final Exchange
Amount: Party B Currency Amount on the Termination
Date
Party B Final Exchange
Date: Termination Date
PARTY A FLOATING RATE AMOUNTS
Party A Floating Rate
Payer: Party A
Party A Currency Amount: USD [_] (subject to adjustment during the
Redemption Period as set out herein)
Party A Floating Rate
Payer Period End Dates: The 15th day of each calendar month
from and including 15 November 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 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
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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 one and two 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 November 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
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
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the linear interpolation of three and
four months and the August 2008 and
September 2008 Calculation Periods which
shall be 2 months
Spread: [_]%
Party B Floating Rate
Day Count Fraction: A fraction, the numerator of which is the
actual number of days in the period from
(and including) one Party B Floating
Rate Payer Period End Date to (but excluding)
the next following Party B Floating Rate
Payer Period End Date 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 05-2 Class C
Debt Amount
Reset Dates: First day of each Calculation Period
Compounding: Inapplicable
3. DETAILS OF VARIATION TO AGREEMENT:
3.1 TAXATION: Neither Party A nor Party B is under any obligation to gross up
any payments to be made under this Agreement for amounts withheld with
respect to any Tax. In the event that a Tax is imposed such that Party
B's payment hereunder shall be net of the amount of any Taxes so
withheld, accounted for, deducted or suffered, then Party A's payment
obligation shall be reduced in proportion to the amount by which the
payments to be made by Party B are so reduced. In the event that a Tax is
imposed such that Party A's payment hereunder shall be net of the amount
of any Taxes so withheld, accounted for, deducted or suffered, then
(subject to the first sentence of this Section 3.1 and Section 3.2, 3.3
and 3.4 below) the payment obligations of Party B shall remain the same.
3.2 INTEREST DEFERRAL:
(A) 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 05-2 Class C), and hence the amount of
Party B Available Funds (Series 05-2 Class C), is less than the Party B
Floating Rate Amount calculated for such Party B Floating Rate Payer
Payment Date (the amount of any such reduction, the "DEFERRED INTEREST
AMOUNT" for that Party B Floating Rate Payer Payment Date). "MTN ISSUER
AVAILABLE FUNDS (SERIES 05-2 CLASS C)" means, in relation to any Party B
Floating Rate Payer Payment Date, the aggregate amount of Finance Charge
Collections and Acquired Interchange that is distributed by the
Receivables Trustee to Barclaycard Funding PLC (the "MTN ISSUER") by the
Receivables Trustee (and deposited in the Series 05-2 Distribution
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Account) on the related Distribution Date in respect of the Class C
Monthly Finance Amount (provided that, for the avoidance of doubt, MTN
Issuer Available Funds (Series 05-2 Class C) excludes any amounts
distributed by the Receivables Trustee to the MTN Issuer in respect of
Excess Finance Charge Amounts). "PARTY B AVAILABLE FUNDS (SERIES 05-2
CLASS C)" means, in relation to any Party B Floating Rate Payer Payment
Date, the amount that is available to Party B for payment of the Party B
Floating Rate Payer Payment Amount calculated for that Party B Floating
Rate Payer Payment Date in accordance with the priority of payments set
forth in the Trust Deed (provided that, for the avoidance of doubt, Party
B Available Funds (Series 05-2 Class C) shall exclude any amounts
received by Party B in respect of Further Interest on the Series 05-2 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 05-2 Class C) and hence any
Party B Make-up Funds (Series 05-2 Class C) (any such amount for the
relevant Party B Floating Rate Payer Payment Date, an "ADDITIONAL PARTY B
AMOUNT"), the obligation of Party B to pay the Party B Floating Rate
Amount on any Party B Floating Rate Payer Payment Date shall be increased
by the Additional Party B Amount.
Accordingly, on such Party B Floating Rate Payer Payment Date, Party B
shall pay the Party B Floating Rate Amount that would otherwise have been
calculated for that Party B Floating Rate Payer Payment Date as well as
any Additional Party B Amount. "MTN ISSUER MAKE-UP FUNDS (SERIES 05-2
CLASS C)" means, in relation to any Party B Floating Rate Payer Payment
Date, the aggregate amount of Finance Charge Collections and Acquired
Interchange that is distributed by the Receivables Trustee to the MTN
Issuer on the related Distribution Date by deposit to the Series 05-2
Distribution Account in respect of either of the following: (a) the Class
C Deficiency Amount (if and to the extent that the same is attributable
to the Class C Monthly Finance Amount for any earlier Distribution Date);
and (b) the Class C Additional Finance Amount (if and to the extent that
the same is attributable to the Class C Deficiency Amount for any earlier
Distribution Date), provided that, for the avoidance of doubt, the MTN
Issuer Make-up Funds (Series 05-2 Class C) shall exclude any amounts
distributed by the Receivables Trustee to the MTN Issuer in respect of
Excess Finance Charge Amounts. "PARTY B
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MAKE-UP FUNDS (SERIES 05-2 CLASS C)" means, in relation to any Party B
Floating Rate Payer Payment Date, the amount that is available to Party B
for payment of the Additional Party B Amount in accordance with the
priority of payments set forth in the Trust Deed, provided that, for the
avoidance of doubt, Party B Make-up Funds (Series 05-2 Class C) shall
exclude any amounts received by Party B in respect of Further Interest on
the Series 05-2 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 05-2 Scheduled Redemption Date
in the event that the Series 05-2 Class C Debt Amount is not redeemed in
full on such date, (b) the first distribution date for the Regulated
Amortisation Period, or (c) the first distribution date for the Rapid
Amortisation Period (any such event, a "REDEMPTION TRIGGER") then the
following provisions shall apply.
The "REDEMPTION PERIOD END DATE" is the earlier of (a) the Party B
Floating Rate Payer Payment Date falling in 15 September 2010, and (b)
the date upon which the Series 05-2 Class C Debt Amount is redeemed in
full.
From the occurrence of the Redemption Trigger, the Termination Date shall
be amended to be the Redemption Period End Date. The period from and
including the date on which the Redemption Trigger occurs and the
Redemption Period End Date is called the "REDEMPTION PERIOD".
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 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
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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 05-2 Scheduled Redemption Date if the
Redemption Trigger falls on the Series 05-2 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 05-2 Issuer Account and
referable to the Series 05-2 Class C Debt Amount and credited to the
Class C Notes Principal Ledger (the amount of such reduction, the "PARTY
B AMORTISATION AMOUNT"). On each Party B Floating Rate Payer Payment Date
corresponding to such Party B Floating Rate Payer Period End Date, Party
B shall pay to Party A an amount equal to the Party B Amortisation
Amount.
During the Redemption Period, on each Party A Floating Rate Payer Period
End Date (including the Series 05-2 Scheduled Redemption Date if the
Redemption Trigger occurs on the Series 05-2 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 05-2 Distribution Account for Class
C, and hence no funds (in respect of principal) deposited by the MTN
Issuer in the Series 05-2 Issuer Account and referable to the Series 05-2
Class C Debt Amount, on and with effect from on the Termination Date each
of the Party B Currency Amount and the Party A Currency Amount shall be
reduced to zero.
4. ACCOUNT DETAILS
Account for Barclays Bank PLC
Payments to SWIFT: BARCGB22
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Party A in GBP: Sort code: 20-00-00
Beneficiary: Barclays Swaps
Beneficiary Account: 00152021
Account for Bank: Federal Reserve Bank Of New York,
New York
Payments to ABA No: 026-0025-74
Party A in USD Account Name: Barclays Bank PLC NY
SWIFT: BARCUS33
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: [_]
Account for Barclays Bank PLC
Payments to Party B Sort code: 20-19-90
in USD: Account number: [_]
5. CONTACT FOR PARTY A DOCUMENTATION AND OPERATIONS:
Barclays Bank PLC
Attention: Derivatives Director, Legal Division
(marked urgent)
Telephone: +44 20 7773 2224
Fax No: +44 20 7773 4932
6. GOVERNING LAW: England
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
BARCLAYS BANK PLC
By:
Title:
Confirmed as of the date first written:
GRACECHURCH CARD FUNDING (NO. 9) PLC
By: For and on behalf of SFM Directors
Limited
Title: Director
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Draft: 5 September 2005
SCHEDULE
TO THE MASTER AGREEMENT
DATED AS OF 20 SEPTEMBER 2005
between
BARCLAYS BANK PLC
("PARTY A")
and
GRACECHURCH CARD FUNDING (NO. 9) 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.
(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
05-2 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)(iii) 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 05-2 INVESTOR
BENEFICIARY INTEREST. The subject (being the Series 05-2 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
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,
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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:
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PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE
DOCUMENT DELIVERED
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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
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(b) Other documents to be delivered are:
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PARTY REQUIRED TO FORM/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE COVERED BY SECTION
DELIVER DOCUMENTS DELIVERED 3(D)
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Party A and Evidence satisfactory to the other Upon execution of this Yes
Party B party as to the authority of its Agreement and the
signatories to this Agreement and to relevant Confirmation,
each Confirmation including specimen as applicable
signatures of such signatories
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Party A and Evidence satisfactory to the other Upon execution of this Yes
Party B party as to its capacity and ability to Agreement
enter into this Agreement and any
Transaction hereunder
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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: 1 Churchill Place, London, E14 5HP
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 13(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.
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. Credit Support Annex of even date herewith
between Party A and Party B.
4.7 CREDIT SUPPORT PROVIDER. Not applicable.
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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.
(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
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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 6 Local Business
Days after: (i) the occurrence of the Early Termination
Date; (ii) the date on which a request is made of Party A
in accordance with sub-paragraph (iv) below; or (iii) 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.
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
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REQUIRED RATINGS I")), then Party A will, at its own cost within
30 days from ceasing to meet Moody's Required Ratings I:
(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 P-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:
(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:
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(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 I, 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.
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.
(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 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
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B to either (x) a third party having the S&P Required
Rating or (y) a replacement third party agreed by S&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 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 (except in the case of a failure to post collateral on
ceasing to meet Moody's Required Ratings II as set forth in
5.2(i)(y)) 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. 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.
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), 5(a)(vii)(7) and
(9) shall not apply with respect to Party B. Section 5(a)(vii)(6) shall
be amended in respect of Party B to remove the words "seeks or" at the
beginning of such Section 5(a)(vii)(6). Section 5(a)(vii)(8) will not
apply to Party B to the extent that it applies to Section 5(a)(vii)(7)
and (9) (except to the extent that such provisions remain unamended or
modified).
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
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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.
(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;
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(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.
(c) 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
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
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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 its obligations to Party A and the other
Transaction Parties (for the avoidance of doubt, not in respect of
the Notes of each Class) 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.
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 (as
amended from time to time) and executed by, inter alia, Party A and Party
B (the "MASTER DEFINITIONS SCHEDULE") 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.
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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.
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.
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(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.
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. 9) PLC
By: By:
Name: Name: pp SFM Directors Limited
Title: Title: Director
Date: 20 September 2005 Date: 20 September 2005
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