EXHIBIT 4.13
[GRAPHIC OMITTED]
Dated [28] November 2005
BARCLAYS BANK PLC
as Excess Interest Beneficiary
and
BARCLAYCARD FUNDING PLC
as Series 05-4 Investor Beneficiary
and
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
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AGREEMENT BETWEEN BENEFICIARIES
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CONTENTS
Clause PAGE
1. Interpretation............................................................2
2. Assignment Of Entitlement To Excess Spread Relating To Series 05-4........3
3. Acknowledgements..........................................................3
4. Representations And Warranties............................................4
5. Contracts (Rights Of Third Parties) Act...................................4
6. Execution In Counterparts, Severability...................................4
7. Governing Law.............................................................4
8. Jurisdiction..............................................................4
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THIS DEED is made on [28] November 2005
BETWEEN:
(1) GRACECHURCH RECEIVABLES TRUSTEE LIMITED, a company incorporated in Jersey
with registered number 75210 having its registered office at 26 New Street,
St. Helier, Jersey JE2 3RA in its capacity as trustee of the trust
constituted by a Declaration of Trust and Trust Cash Management Agreement
dated 23 November 1999 as the same has been supplemented from time to time
(the "RECEIVABLES TRUSTEE");
(2) BARCLAYS BANK PLC, an institution authorised for the purposes of the
Financial Services and Markets Act 2000 of the United Kingdom, acting
through its business unit "Barclaycard", having its principal place of
business at 1234 Pavilion Drive, Northampton NN4 7SG, in its capacity as
Excess Interest Beneficiary (the "EXCESS INTEREST BENEFICIARY") of the
Receivables Trust pursuant to the terms of a Declaration of Trust and Trust
Cash Management Agreement dated 23 November 1999 as the same has been
supplemented from time to time; and
(3) BARCLAYCARD FUNDING PLC, a public limited company incorporated in England
and Wales, with company number 2530163, having its registered office at 1
Churchill Place, London E14 5HP, in its capacity as Investor Beneficiary
for Series 05-4 (the "SERIES 05-4 INVESTOR BENEFICIARY").
WHEREAS:
(1) The MTN Issuer has issued the Series 05-4 MTN Certificate to Gracechurch
Card Funding (No. 11) PLC at par with a right to further payments of
premium by way of Deferred Subscription Price.
(2) The Excess Interest Beneficiary wishes to assign to the MTN Issuer its
entitlement to excess spread in relation to Series 05-4 in consideration
for payments from the MTN Issuer of Excess Entitlement Consideration in
amounts equal to the Deferred Subscription Price.
(3) On each Distribution Date, the MTN Issuer will pay an amount equal to the
excess spread relating to Series 05-4 paid to the Series 05-4 Investor
Beneficiary on such Distribution Date (together with (where applicable)
certain amounts accruing to the MTN Issuer in its capacity as Series 05-4
Investor Beneficiary) to the Issuer as additional interest on the Series
05-4 MTN Certificate.
(4) The Deferred Subscription Price on any Distribution Date will be an amount
equal to the said amount paid as additional interest on the Series 05-4 MTN
Certificate to the Issuer on such Distribution Date but which is not
otherwise utilised by the Issuer.
THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 In this Deed the following expressions have the following meanings:
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"DEFERRED SUBSCRIPTION PRICE" means the deferred subscription price payable
by the Issuer to the MTN Issuer as deferred consideration for the issue of
the Series 05-4 MTN Certificate.
"EXCESS ENTITLEMENT CONSIDERATION" means the consideration payable by the
Series 05-4 Investor Beneficiary to the Excess Interest Beneficiary in
respect of the assignment made pursuant to Clause 2.1 hereof in an amount
equal to the Deferred Subscription Price.
1.2 The headings in this Deed do not affect its interpretation.
1.3 Terms defined in the Master Definitions Schedule dated 23 November 1999 and
amended and restated on 7 July 2000 and the Series 05-4 Supplement to the
Declaration of Trust and Trust Cash Management Agreement dated [28]
November 2005, (the "SERIES 05-4 SUPPLEMENT"), shall have the same meanings
when used in this Deed unless the context requires otherwise. PROVIDED,
HOWEVER, that in the event that any term or provision contained herein
shall conflict with or be inconsistent with any provision contained in the
Series 05-4 Supplement or the terms of the Master Definitions Schedule, the
terms and provisions of this Deed shall prevail with respect to Series 05-4
only and provided further that, in the event of any inconsistency of
interpretation between the Master Definitions Schedule and the Series 05-4
Supplement, the terms and provisions of the Series 05-4 Supplement shall
prevail with respect to Series 05-4 only.
2. ASSIGNMENT OF ENTITLEMENT TO EXCESS SPREAD RELATING TO SERIES 05-4
2.1 The Excess Interest Beneficiary hereby assigns its entitlement to Excess
Finance Charge Amounts relating to Series 05-4 to the Series 05-4 Investor
Beneficiary (the "ASSIGNED EXCESS SPREAD") and in consideration for that
assignment the Series 05-4 Investor Beneficiary hereby undertakes to pay to
the Excess Interest Beneficiary the Excess Entitlement Consideration from
time to time on each Distribution Date.
2.2 Each of the Series 05-4 Investor Beneficiary and the Excess Interest
Beneficiary agree that the Assigned Excess Spread shall henceforth for
calculation purposes be treated as forming part of the Series 05-4 Investor
Interest.
3. ACKNOWLEDGEMENTS
3.1 The Receivables Trustee acknowledges (i) the assignment made pursuant to
Clause 2.1 hereof; and (ii) that the Assigned Excess Spread shall
henceforth for calculation purposes be treated as forming part of the
Series 05-4 Investor Interest.
3.2 The Series 05-4 Investor Beneficiary will create security over the Assigned
Excess Spread under the Series 05-4 MTN Supplement under the terms of the
Security Trust Deed and MTN Cash Management Agreement.
4. REPRESENTATIONS AND WARRANTIES
Each party hereto represents and warrants to the other parties, in each
case with respect to itself only, that it has the capacity and authority to
enter into this Deed and that this Deed constitutes its legal, valid and
binding obligation enforceable in accordance with its terms.
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5. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Deed has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any provision of the terms of
this Deed.
6. EXECUTION IN COUNTERPARTS, SEVERABILITY
6.1 This Deed may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
6.2 If any provision in or obligation under this Deed shall be invalid,
illegal, unenforceable or not permitted to be adduced in evidence in any
jurisdiction, the validity, legality, enforceability or ability to be
adduced in evidence of the remaining provisions or obligations under this
Deed, or of such provisions or obligations in any other jurisdiction, shall
not be affected or impaired thereby.
7. GOVERNING LAW
The laws of England and Wales shall govern this Deed and all matters
arising from or connected with it.
8. JURISDICTION
8.1 Each of the parties hereto irrevocably agrees for the benefit of each other
party that the Royal Courts of Jersey 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 Deed and agrees
not to claim that any such court is not a convenient or appropriate forum,
and, for such purposes, irrevocably submits to the exclusive jurisdiction
of such courts.
8.2 Each party hereto irrevocably waives any objection which it might now or
hereafter have to the courts of Jersey referred to above being nominated as
the forum to hear and determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in connection with this Deed
and the transactions which it acknowledges and agrees not to claim that any
such court is not a convenient or appropriate forum.
8.3 Each of the Series 05-4 Investor Beneficiary and the Excess Interest
Beneficiary irrevocably appoints the person specified against its name on
the execution pages hereto 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 Deed maintain the appointment of some
person in Jersey 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 Jersey 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 Jersey as that party may notify
to the other parties hereto).
BY THEIR SIGNATURE HEREOF the Receivables Trustee, the Excess Interest
Beneficiary and the Series 05-4 Investor Beneficiary have caused this Deed to be
duly executed and
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delivered in Jersey by their duly authorised representatives,
on the day and year first written above.
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EXECUTION
RECEIVABLES TRUSTEE
EXECUTED AND DELIVERED )
AS A DEED ON BEHALF )
GRACECHURCH RECEIVABLES )
TRUSTEE LIMITED )
by its duly authorised signatory )
EXCESS INTEREST BENEFICIARY
EXECUTED AND DELIVERED )
AS A DEED ON BEHALF )
BARCLAYS BANK PLC )
acting by its duly authorised attorney )
in the presence of:
PROCESS AGENT
Bedell Trust Company
26 New Street
St. Helier
Jersey JE2 3RA
SERIES 05-4 INVESTOR BENEFICIARY
EXECUTED and DELIVERED )
as a Deed on behalf )
BARCLAYCARD FUNDING PLC )
By two Directors, being )
SFM Directors Limited; and )
Paul Gerard Turner )
in the presence of:
PROCESS AGENT
Bedell Trust Company
26 New Street
St. Helier
Jersey JE2 3RA