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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 15, 2005
ARRAN FUNDING LIMITED SOUTH GYLE RECEIVABLES TRUSTEE RBS CARDS SECURITISATION
LIMITED FUNDING LIMITED
(Exact name of registrant as
specified in its charter)
JERSEY, CHANNEL ISLANDS JERSEY, CHANNEL ISLANDS JERSEY, CHANNEL ISLANDS
(State or other jurisdiction
of incorporation)
333-128502 333-128502-02 333-128502-01
(Commission File Number)
NONE NONE NONE
(IRS Employer Identification No.)
22 Grenville Street 22 Grenville Street Royal Bank House, 71 Bath Street
St. Helier, Jersey, JE4 8PX St. Helier, Jersey, JE4 8PX St. Helier, Jersey, JE4 8PX
CHANNEL ISLANDS CHANNEL ISLANDS CHANNEL ISLANDS
(Address of principal executive offices)
(Zip Code)
(44) 1534-609000 (44) 1534-609000 (44) 1534-285279
(Registrant's telephone number,
including area code)
N/A N/A N/A
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS.
On December 15, 2005, Arran Funding Limited, The Bank of New York, New
York Branch, The Bank of New York, London Branch, RBS Cards Securitisation
Funding Limited, the Royal Bank of Scotland plc and the Royal Bank of Scotland
International Limited, supplemented the Arran Funding Note Trust Deed, dated as
of November 16, 2005, with the Series 2005-A Arran Funding Note Trust Deed
Supplement, dated as of December 15, 2005. The supplement is attached hereto
as Exhibit 4.1.
On December 15, 2005, Arran Funding Limited, The Bank of New York, New
York Branch, The Bank of New York, London Branch, RBS Cards Securitisation
Funding Limited, the Royal Bank of Scotland plc and the Royal Bank of Scotland
International Limited, supplemented the Arran Funding Note Trust Deed, dated as
of November 16, 2005, with the Series 2005-B Arran Funding Note Trust Deed
Supplement, dated as of December 15, 2005. The supplement is attached hereto
as Exhibit 4.2.
On December 15, 2005, Clifford Chance US LLP issued a tax opinion with
respect to the Series 2005-A and Series 2005-B Notes issued by Arran Funding
Limited. The tax opinion is attached hereto as Exhibit 8.1.
On December 15, 2005, RBS Cards Securitisation Funding Limited, South
Gyle Receivables Trustee Limited, the Bank of New York, London Branch, The
Royal Bank of Scotland plc, National Westminster Bank plc and The Royal Bank of
Scotland International Limited supplemented the Security Trust Deed, dated as
of March 27, 2000, with a Series 2005-A Loan Note Supplement, dated as of
December 15, 2005. The supplement is attached hereto as Exhibit 10.1.
On December 15, 2005, RBS Cards Securitisation Funding Limited, South
Gyle Receivables Trustee Limited, the Bank of New York, London Branch, The
Royal Bank of Scotland plc, National Westminster Bank plc and The Royal Bank of
Scotland International Limited supplemented the Security Trust Deed, dated as
of March 27, 2000, with a Series 2005-B Loan Note Supplement, dated as of
December 15, 2005. The supplement is attached hereto as Exhibit 10.2.
On December 15, 2005, South Gyle Receivables Trustee Limited, The Royal
Bank of Scotland plc, National Westminster Bank plc and RBS Cards
Securitisation Funding Limited supplemented the Receivables Trust Deed and
Trust Cash Management Agreement, dated as of March 27, 2000, as amended and
restated on September 28, 2000 and October 27, 2005, with a Series 2005-A
Supplement, dated as of December 15, 2005. The supplement is attached hereto
as Exhibit 10.3.
On December 15, 2005, South Gyle Receivables Trustee Limited, The Royal
Bank of Scotland plc, National Westminster Bank plc and RBS Cards
Securitisation Funding Limited supplemented the Receivables Trust Deed and
Trust Cash Management Agreement, dated as of March 27, 2000, as amended and
restated on September 28, 2000 and October 27, 2005, with a Series 2005-B
Supplement, dated as of December 15, 2005. The supplement is attached hereto as
Exhibit 10.4.
On December 15, 2005, South Gyle Receivables Trustee Limited, The
National Westminster Bank plc and The Royal Bank of Scotland plc entered into a
Section 75 Deed of Indemnity in respect of 2005-A Series of Notes issued by
Arran Funding Limited. The Deed of Indemnity is attached hereto as Exhibit
10.5.
On December 15, 2005, South Gyle Receivables Trustee Limited, The
National Westminster Bank plc and The Royal Bank of Scotland plc centered into
Section 75 Deed of Indemnity in respect of 2005-B Series of Notes issued by
Arran Funding Limited. The Deed of Indemnity is attached hereto as Exhibit
10.6.
On December 15, 2005, Arran Funding Limited and The Royal Bank of
Scotland entered into a series of currency exchange and interest rate swap
transactions pursuant to a 1992 ISDA Master Agreement and Schedule thereto and
separate confirmations thereunder in respect of payments to be made under the
Series 2005-A and the Series 2005-B Notes issued by Arran Funding Limited. The
Schedule, a form of the Credit Support Annex to the Schedule and forms of the
confirmations are attached hereto as Exhibits 10.7 to 10.10.
ITEM 9.01 EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit 4.1 Series 2005-A Supplement to the Arran Funding Note Trust Deed,
dated as of December 15, 2005.
Exhibit 4.2 Series 2005-B Supplement to the Arran Funding Note Trust Deed,
dated as of December 15, 2005.
Exhibit 8.1 U.S. Tax Opinion, dated as of December 15, 2005.
Exhibit 10.1 Series 2005-A Loan Note Supplement
Exhibit 10.2 Series 2005-B Loan Note Supplement
Exhibit 10.3 Series 2005-A Supplement to the Receivables Trust Deed and Trust
Cash Management Agreement, dated as of December 15, 2005
Exhibit 10.4 Series 2005-B Supplement to the Receivables Trust Deed and Trust
Cash Management Agreement, dated as of December 15, 2005
Exhibit 10.5 Series 2005-A Section 75 Deed of Indemnity.
Exhibit 10.6 Series 2005-B section 75 Deed of Indemnity.
Exhibit 10.7 ISDA Schedule
Exhibit 10.8 Form of Credit Support Annex
Exhibit 10.9 Form of Currency Exchange Rate Swap Confirmation
Exhibit 10.10 Form of Interest Rate Swap Confirmation
Exhibit 23.1 Consent of Clifford Chance US LLP (included in opinion filed as
Exhibit 8.1).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
December 15, 2005 By: /s/Dan McGarvey
__________________________________
Name: Dan McGarvey
Title: Attorney-in-Fact