EXHIBIT 4.10
TEMPORARY GLOBAL NOTE CERTIFICATE
ISIN: [O] Common Code: [o]
BARCLAYCARD FUNDING PLC
(a public limited company incorporated under the laws of England and Wales)
BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND NOTE CERTIFICATE PROGRAMME
TEMPORARY GLOBAL NOTE CERTIFICATE
REPRESENTING UP TO
[GBP][O]
FLOATING RATE ASSET BACKED NOTE CERTIFICATE DUE [O]
This global note is a Temporary Global Note Certificate without interest coupons
issued in respect of an issue of an aggregate principal amount of [GBP][o] of
Floating Rate Asset Backed Notes due [o] (the "NOTE CERTIFICATE") by Barclaycard
Funding PLC (the "MTN ISSUER").
The MTN Issuer for value received promises, all in accordance with the terms and
conditions set out in the applicable Series 05-4 Supplement ("TERMS AND
CONDITIONS") and the Principal Trust Deed (as defined below) to pay to the
bearer upon presentation or, as the case may be, surrender hereof in respect of
each Note Certificate for the time being from time to time represented hereby,
on the maturity date specified in the Terms and Conditions or on such earlier
date as any such Note Certificate may become due and payable in accordance with
the Terms and Conditions, the Principal Amount on such dates as may be specified
in the Terms and Conditions or, if any such Note Certificate shall become due
and payable on any other date, the Principal Amount and, in respect of each such
Note Certificate, to pay interest and all other amounts as may be payable
pursuant to the Terms and Conditions all subject to and in accordance therewith.
Except as specified herein, the bearer of this Temporary Global Note Certificate
is entitled to the benefit of the Terms and Conditions and of the same
obligations on the part of the MTN Issuer as if such bearer were the bearer of
the Note Certificates represented hereby and to the benefit of those provisions
of the Terms and Conditions (and the obligations on the part of the MTN Issuer
contained therein) applicable specifically to Temporary Global Note Certificate,
and all payments under and to the bearer of this Temporary Global Note
Certificate shall be valid and effective to satisfy and discharge the
corresponding Liabilities of the MTN Issuer in respect of the Note Certificates.
This Temporary Global Note Certificate is issued pursuant to a security trust
deed and MTN cash management deed dated 23 November 1999 (the "PRINCIPAL TRUST
DEED") together with the supplemental trust deed in respect of Series 05-4 dated
[28] November 2005 (the "SERIES 05-4 SUPPLEMENT" and, together with the
Principal Trust Deed, the "Trust Deed") and made between the MTN Issuer and The
Bank of New York, acting through its London branch, as trustee (the "Trustee"
which expression includes any person or corporation from time to time appointed
as trustee). Words and expressions defined expressly or by reference in the
Terms and Conditions and the Trust Deed shall have the same meanings in this
Temporary Global Note Certificate.
On or after the expiry of 40 days after the date of issue of this Temporary
Global Note Certificate (the "EXCHANGE DATE"), this Temporary Global Note
Certificate shall be exchangeable in whole or in part for a Permanent Global
Note or, in the circumstances set out in the Series 05-4 Supplement for
Definitive Note. An exchange for a Permanent Global Note or, as the case may be,
Definitive Note will be made only on or after the Exchange Date (specified in
the Series 05-4 Supplement) and upon presentation or, as the case may be,
surrender of this Temporary Global Note Certificate to the Principal Paying
Agent at its specified office and upon and to the extent of delivery to the
Principal Paying Agent of a certificate or certificates issued by Euroclear Bank
S.A./N.V. as operator of the Euroclear System ("EUROCLEAR") or Clearstream,
Luxembourg or by any other relevant clearing system and dated not earlier than
the Exchange Date in substantially the form set out in Annex I hereto or, as the
case may be, in the form that is customarily issued in such circumstances by
such other clearing system. Any Definitive Note will be made available for
collection by the persons entitled thereto at the specified office of the
Principal Paying Agent.
The MTN Issuer undertakes to procure that the relevant Permanent Global Note and
Definitive Note will be duly issued in accordance with the Terms and Conditions,
the provisions hereof and of the Trust Deed.
The bearer of this Temporary Global Note Certificate shall not (unless, upon due
presentation of this Temporary Global Note Certificate for exchange (in whole or
in part) for a Permanent Global Note or for delivery of Definitive Note, such
exchange or delivery is improperly withheld or refused and such withholding or
refusal is continuing at the relevant payment date) be entitled to receive any
payment in respect of the Note Certificates represented by this Temporary Global
Note Certificate which falls due on or after the Exchange Date or be entitled to
exercise any option on a date after the Exchange Date.
Payments of interest otherwise falling due before the Exchange Date will be made
only upon presentation of this Temporary Global Note Certificate at the
specified office of any of the Paying Agents outside the United States and upon
and to the extent of delivery to the relevant Paying Agent of a certificate or
certificates issued by Euroclear or Clearstream, Luxembourg or by any other
relevant clearing system and dated not earlier than the relevant interest
payment date in substantially the form set out in Annex II hereto or, as the
case may be, in the form that is customarily issued in such circumstances by
such other clearing system.
On any occasion on which a payment of principal is made in respect of this
Temporary Global Note Certificate or on which this Temporary Global Note
Certificate is exchanged in whole or in part as aforesaid or on which Note
Certificate represented by this Temporary Global Note Certificate are to be
cancelled, the MTN Issuer shall procure that (i) the aggregate principal
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amount of the Note Certificates in respect of which such payment is made (or, in
the case of a partial payment, the corresponding part thereof) or which are
delivered in definitive form or which are to be exchanged for a permanent global
instrument or which are to be cancelled and (ii) the remaining principal amount
of this Temporary Global Note Certificate (which shall be the previous principal
amount hereof less the amount referred to at (i) above) are noted on the
Schedule hereto, whereupon the principal amount of this Temporary Global Note
Certificate shall for all purposes be as most recently so noted.
On each occasion on which an option is exercised in respect of any Note
Certificates represented by this Temporary Global Note Certificate, the MTN
Issuer shall procure that the appropriate notations are made on the Schedule
hereto.
The obligations of the MTN Issuer in respect of this Temporary Global Note
Certificate are limited recourse in nature, as more particularly set out in the
Terms and Conditions and the Trust Deed. In addition the bearer of this
Temporary Global Note Certificate and, inter alios, the Trustee are restricted
in the proceedings which they may take against the MTN Issuer to enforce their
rights hereunder and under the Trust Deed, as more particularly set out in the
Terms and Conditions and the Trust Deed.
This Temporary Global Note Certificate is governed by, and shall be construed in
accordance with, English law.
The MTN Issuer irrevocably agrees for the benefit of the bearer that the courts
of England are to have jurisdiction to hear and determine any suit, action or
proceedings, and to settle any disputes, which may arise out of or in connection
with these presents (respectively, "PROCEEDINGS" and "DISPUTES") and, for such
purposes, irrevocably submits to the jurisdiction of such courts. The MTN Issuer
irrevocably waives any objection which it might now or hereafter have to the
courts of England being nominated as the forum to hear and determine any
Proceedings and to settle any Disputes and agrees not to claim that any such
court is not a convenient or appropriate forum.
This Temporary Global Note Certificate shall not be valid for any purpose until
authenticated for and on behalf of The Bank of New York, acting through its
London branch, as Issue Agent.
AS WITNESS the manual or facsimile signature of a director, duly authorised
officer, or duly authorised attorney on behalf of the MTN Issuer.
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THE SCHEDULE
PAYMENTS, DELIVERY OF DEFINITIVE NOTE CERTIFICATES, EXCHANGE
FOR PERMANENT GLOBAL NOTE CERTIFICATE, EXERCISE OF OPTIONS AND
CANCELLATION OF NOTE CERTIFICATES
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Date of Amount of Amount of Aggregate Aggregate Aggregate Aggregate Remaining Authorised
payment, interest then principal principal principal principal principal principal signature by
delivery, paid then paid amount of amount of amount of amount in amount of or on behalf
exchange, Definitive Note this Note respect of this of the
exercise of Certificates Temporary Certificate which option Temporary Principal
option (and then delivered Global Note then is exercised Global Note Paying Agent
date upon Certificate cancelled Certificate
which then
exercise is exchanged for
effective) or the Permanent
cancellation Global Note
Certificate
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BARCLAYCARD FUNDING PLC
By: [manual/facsimile signature]
(director)
ISSUED in London on [28] November 2005
AUTHENTICATED for and on behalf of
THE BANK OF NEW YORK
(acting through its London Branch)
as Issue Agent without recourse,
warranty or liability
By:[manual signature]
(duly authorised)
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