EXHIBIT 4.21
CLIFFORD CHANCE
CONFORMED COPY
Dated 24 October 2002
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
BARCLAYS BANK PLC
BARCLAYCARD FUNDING PLC
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AMENDMENT AND RESTATEMENT AGREEMENT
RELATING TO
MASTER DEFINITIONS SCHEDULE
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THIS AMENDMENT AND RESTATEMENT AGREEMENT is made on 24 October 2002
BETWEEN:
(1) BARCLAYCARD FUNDING PLC as Series 02-1 Investor Beneficiary;
(2) GRACECHURCH RECEIVABLES TRUSTEE LIMITED as Receivables Trustee;
(3) BARCLAYS BANK PLC as Transferor, Initial Transferor Beneficiary, Initial
Excess Interest Beneficiary, Servicer and Trust Cash Manager.
WHEREAS
(A) On 23 November 1999, the parties hereto entered into a Master Definitions
Schedule (the "MASTER DEFINITIONS SCHEDULE") in respect of the
Beneficiaries Servicing Agreement, the Declaration of Trust, and Trust
Cash Management Agreement and the Receivables Securitisation Agreement.
(B) On 7 July 2000, the parties hereto amended and restated the Master
Definitions Schedule.
(B) The parties hereto now wish to further amend and restate the Master
Definitions Schedule so as to make certain amendments, all as set out in
the Exhibit hereto.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS
Save where the contrary is indicated or the context otherwise requires,
any term defined in the Master Definitions Schedule shall have the same
meaning herein.
2. AMENDMENT
With effect from the date of this Amendment and Restatement Agreement
(Master Definitions Schedule), the Master Definitions Schedule shall be
amended so as to conform with the amendments contained herein.
Thereafter, without prejudice to any existing rights and obligations, the
Master Definitions Schedule as so amended shall continue in full force
and effect as restated and set out in the Exhibit hereto.
3. REFERENCES
Any reference in this Amendment and Restatement Agreement (Master
Definitions Schedule) to the Master Definitions Schedule or any other
agreement or document shall be construed as a reference to the Master
Definitions Schedule or any other agreement or document as the same may
have been, or may from time to time be, amended, varied, supplemented,
replaced, restated or novated.
4. COUNTERPARTS
This Amendment and Restatement Agreement (Master Definitions Schedule)
may be signed in counterparts, all of which when taken together shall
constitute a single agreement.
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5. GOVERNING LAW
This Amendment and Restatement Agreement (Master Definitions Schedule)
shall be governed by and construed in accordance with English law.
6. JURISDICTION
Each of the parties hereto agrees for the benefit of the others that the
courts of England shall have jurisdiction to hear and determine any suit,
action or proceedings, and to settle any disputes, which arise out of or
in connection with this Agreement (respectively, "PROCEEDINGS" and
"DISPUTES") and, for such purposes, irrevocably submits to the
jurisdiction of such courts.
6.1 APPROPRIATE FORUM
Each of the parties hereto 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.
6.2 NON-EXCLUSIVITY
The submission to the jurisdiction of the courts of England shall not
(and shall not be construed so as to) limit the right of any party to
take Proceedings in any court of competent jurisdiction, nor shall the
taking of Proceedings in any one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction (whether concurrently or
not) if and to the extent permitted by law.
7. CONTRACT (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Agreement has no right under the
Contract (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
AS WITNESS the hands of the duly authorised representatives of the
parties hereto the day and year first before written.
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SIGNATURES
THE SERIES 02-1 INVESTOR BENEFICIARY
EXECUTED BY: )
BARCLAYCARD FUNDING PLC ) BRYAN NEEDHAM
acting through its duly authorised )
representative in the presence of: )
THE RECEIVABLES TRUSTEE
EXECUTED BY
GRACECHURCH RECEIVABLES )
TRUSTEE LIMITED ) TIMOTHY GAFFNEY
acting by its duly authorised )
attorney in the presence of: )
THE TRANSFEROR, INITIAL TRANSFEROR BENEFICIARY, INITIAL EXCESS INTEREST
BENEFICIARY, SERVICER AND TRUST CASH MANAGER
EXECUTED BY
BARCLAYS BANK PLC )
acting by its duly authorised ) MARK WINTER
attorney in the presence of: )
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THE EXHIBIT
MASTER DEFINITIONS SCHEDULE
The undersigned hereby agree as follows:
"ACCESSION NOTICE" means a notice in such form as may be approved by the
Transferor, executed by the Transferor and an Additional Transferor, pursuant to
which such Additional Transferor is appointed an Additional Transferor as
provided in Clause 2.7 of the RSA and, if applicable, pursuant to which such
Additional Transferor may also be appointed as a Co-Trust Cash Manager pursuant
to Clause 9.1(b) of the Declaration of Trust and Trust Cash Management Agreement
or a Co-Servicer pursuant to Clause 2.1(b) of the Beneficiaries Servicing
Agreement and, in either case, specifying the Servicing or Trust Cash Management
which such Co-Servicer or Co-Trust Cash Manager shall be authorised and
responsible for carrying out;
"ACCOUNT" shall mean each MasterCard(R) or VISA(R) revolving credit card account
or charge card account (whether or not revolving) originated by or on behalf of
or purchased by the Transferor or any Additional Transferor, such Account being
established pursuant to a Card Agreement;
"ACCOUNT CREATION DATE" means, in relation to any Account, the date on which
that Account becomes available to the relevant Obligor pursuant to the terms of
a Card Agreement;
"ACCOUNT INFORMATION" shall mean the specific account identification numbers or
other information contained in the computer files or microfiche lists delivered
from time to time to the Receivables Trustee by the Transferor or any Additional
Transferor pursuant to the RSA or the Declaration of Trust and Trust Cash
Management Agreement, as the case may be;
"ACCUMULATION PERIOD" shall mean, with respect to any Series or any Class within
a Series, a period following the Revolving Period during which Collections of
Principal Receivables which are Eligible Receivables are accumulated in an
account for the benefit of such Series or such Class within a Series, as
detailed in the related Supplement;
"ACQUIRED INTERCHANGE" shall mean, in respect of a Monthly Period, an amount
equal to the product of:
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(i) the total amount of Interchange paid or payable to the Transferor
or any Additional Transferor with respect to transactions with a
Date of Processing relating to such Monthly Period; and
(ii) a fraction the numerator of which is the aggregate amount of
cardholder charges for goods and services eligible for interchange
in the Designated Accounts with respect to such Monthly Period and
the denominator of which is the aggregate amount of cardholder
charges for goods and services eligible for interchange in all
MasterCard and VISA consumer revolving credit card accounts owned
by the Transferor or such Additional Transferor (including
Designated Accounts) with respect to such Monthly Period;
"ACQUISITION" shall have the meaning specified in Clause 4.1 of the Declaration
of Trust and Trust Cash Management Agreement;
"ACQUISITION DATE" shall have the meaning, with respect to any Acquisition,
specified in Clause 4.2(b) of the Declaration of Trust and Trust Cash Management
Agreement;
"ACQUISITION NOTICE" shall have the meaning, with respect to any Acquisition,
specified in Clause 4.2(b) of the Declaration of Trust and Trust Cash Management
Agreement;
"ADDITIONAL BENEFICIARY" shall mean each Investor Beneficiary who acquires a
beneficial entitlement in the Receivables Trust pursuant to an Acquisition;
"ADDITIONAL JURISDICTION" shall mean a Permitted Additional Jurisdiction or a
Restricted Additional Jurisdiction;
"ADDITIONAL SELECTION DATE" shall mean, with respect to any Offer of Existing
Receivables pursuant to Clause 2.2 of the RSA, the date on which the amounts
stated in paragraph 8 of the form of Offer contained in schedule 3 to the RSA
were determined;
"ADDITIONAL TRANSFEROR" shall mean each nominated subsidiary of the Transferor
which accedes to the RSA as an Additional Transferor pursuant to Clause 2.7
thereof;
"ADDITIONAL TRANSFEROR OPERATING ACCOUNT" shall mean the account described as
such in Clause 15.1 of the RSA;
"ADDITIONAL TRANSFEROR PROCEEDS ACCOUNT" shall mean the account described as
such in Clause 15.3 of the RSA;
"ADDITIONAL TRANSFEROR SECTION 75 LIABILITY" shall mean any liability of an
Additional Transferor (as a "CREDITOR") from time to time to make a payment to
an Obligor regarding a Designated Account (as a "DEBTOR") pursuant to Section 75
of the Consumer Credit Act 1974;
"ADDITIONAL TRANSFEROR SECTION 75 INDEMNITY CLAIM" shall mean the amount of any
Additional Transferor Section 75 Liability claimed from the Receivables Trustee
by the Additional Transferor pursuant to the Trust Section 75 Indemnity
PROVIDED, HOWEVER, that such Additional Transferor Section 75 Indemnity Claim
shall not exceed the amount of the Credit Advance relating to the transaction
giving rise to the Additional Transferor Section 75 Liability;
"ADDITIONAL TRUST ACCOUNTS" shall mean each additional account opened in the
name of the Receivables Trustee as specified in Clause 5.1(c) of the Declaration
of Trust and Trust Cash
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Management Agreement and shall include each Trust Account opened in the name of
the Receivables Trustee for the benefit of a Series or any Class within a
Series;
"ADJUSTED INVESTOR INTEREST" shall have, with respect to any Series or any Class
within a Series, the meaning specified in the related Supplement;
"AFFILIATE" of any Person shall mean any other Person controlling, controlled by
or under common control with such Person;
"AGGREGATE INVESTOR DEFAULT AMOUNT" shall have, with respect to any Series, the
meaning specified in the related Supplement;
"AGGREGATE INVESTOR INTEREST" shall mean, as of any date of determination, the
sum of the Investor Interests of all Applicable Series on such date of
determination;
"AGGREGATE INVESTOR PERCENTAGE" shall mean with respect to Principal Receivables
which are Eligible Receivables, Finance Charge Receivables and Receivables in
Defaulted Accounts, as the case may be as of any date of determination, the sum
of the Investor Percentages of all Applicable Series on such date of
determination PROVIDED, HOWEVER, that the Aggregate Investor Percentage shall
not exceed 100%;
"AGGREGATE TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in Clause
7.15 of the Declaration of Trust and Trust Cash Management Agreement;
"ALLOCATED INELIGIBLE COLLECTIONS" shall have the meaning specified in Clause
5.3(c) of the Declaration of Trust and Trust Cash Management Agreement;
"AMORTISATION PERIOD" shall mean, with respect to any Series or any Class within
a Series, a period following the Revolving Period or (as the case may be) the
Accumulation Period during which amounts representing Principal Collections are
distributed to Investor Beneficiaries within such Series or Class, which shall
be the controlled amortisation period, the principal amortisation period, the
rapid amortisation period, or other amortisation period, in each case as defined
with respect to such Series or Class in the related Supplement;
"ANNUAL FEE RECEIVABLES" shall have the meaning specified in Clause 5.2(e) of
the Declaration of Trust and Trust Cash Management Agreement;
"ANNUAL FEES" shall mean in respect of an Account, the annual fees (or similar
fees) payable thereunder as specified or defined in the Card Agreement
applicable to that Account;
"ANNUAL TRUST CASH MANAGER'S REPORT" shall mean, a report substantially in the
form attached as Exhibit C to the Declaration of Trust and Trust Cash Management
Agreement, with such changes as the Trust Cash Manager may determine to be
necessary or desirable, PROVIDED, HOWEVER, that no such change shall serve to
exclude information required by the Declaration of Trust and Trust Cash
Management Agreement or any Supplement;
"APPLICABLE SERIES" shall mean, with respect to any date of determination, a
series with an Investor Interest of greater than zero;
"APPOINTMENT DAY" shall have the meaning specified in Clause 6.3(a) of the
Declaration of Trust and Trust Cash Management Agreement;
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"AUTHORISED NEWSPAPER" shall mean a newspaper of general circulation in the City
of London printed in the English language and customarily published on each
Business Day, whether or not published on Saturdays, Sundays and holidays;
"AVERAGE PRINCIPAL RECEIVABLES" shall mean, for any period, an amount equal to
(a) the sum of the aggregate Outstanding Face Amount of Principal Receivables
which are Eligible Receivables at the end of each day during such period divided
by (b) the number of days in such period;
"BANK PORTFOLIO" shall mean the total portfolio of Accounts owned by the
Transferor or, as the case may be, any Additional Transferor;
"BARCLAYCARD" means Barclaycard, a business unit of Barclays Bank PLC;
"BARCLAYCARD OPERATING ACCOUNT" shall mean the account described as such in
Clause 15.1 of the RSA;
"BARCLAYCARD PROCEEDS ACCOUNT" shall mean the account described as such in
Clause 15.3 of the RSA;
"BARCLAYS BANK PLC" shall mean Barclays Bank PLC in any capacity and its
successors in interest and permitted assigns;
"BENEFICIARIES SERVICING AGREEMENT" shall mean the agreement between the
Servicer and the Beneficiaries dated 23 November 1999;
"BENEFICIARY" shall mean the beneficiaries of the Receivables Trust, namely any
one of the Investor Beneficiaries, Enhancement Providers (if so provided in the
related Supplement), any Excess Interest Beneficiary or any Transferor
Beneficiary;
"BENEFICIARY INTEREST" shall mean any Investor Interest, Transferor Interest or
Excess Interest and, in addition, any beneficial interest of the Enhancement
Provider (if specified as a Beneficiary in the related Supplement);
"BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in London, England, New York, New York, (or, with
respect to any Series, any additional city specified in the related Supplement)
are authorised or obliged by law or executive order to be closed;
"CANCELLED ACCOUNT" shall mean an Account which has had its charging privileges
permanently withdrawn PROVIDED, HOWEVER, that a Designated Account will become a
"Cancelled Account" on the day on which its charging privileges are removed;
"CARD" shall mean a MasterCard(R) or VISA(R) credit card or charge card issued
by the Transferor or any Additional Transferor to an Obligor pursuant to a Card
Agreement;
"CARD AGREEMENT" shall mean an agreement between the Transferor or any
Additional Transferor and an Obligor on the Transferor's or, as the case may be,
such Additional Transferor's standard form providing, inter alia, for the
establishment of MasterCard and VISA credit card or charge card accounts and the
terms and conditions of use by an Obligor of a Card, as such agreement may be
amended, modified or otherwise changed from time to time;
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"CARD GUIDELINES" shall mean the Transferor's or, as the case may be, any
Additional Transferor's usual policies, procedures and practices relating to the
operation of its credit card and charge card business including, without
limitation, the usual policies, procedures and practices adopted by it as the
grantor of credit in relation to such Receivables and/or (as the case may be)
its usual policies, procedures and practices for dealing with matters relating
to the obligations and liabilities of the Transferor or such Additional
Transferor with regard to the Consumer Credit Act 1974, for determining the
creditworthiness of its card customers, the extension of credit to credit card
and related card customers, and relating to the maintenance of credit card and
related card accounts, as such policies, procedures and practices may be amended
or varied from time to time;
"CERTIFICATE" shall mean any one of the Trust Certificates;
"CLASS" shall mean, with respect to any Series, any one of the classes of
Investor Beneficiaries of that Series as specified in the related Supplement or
any one of the classes of Related Debt corresponding to such class of Investor
Beneficiary, as the context may require;
"CLOSING DATE" shall mean, with respect to any Series and the related Additional
Beneficiaries, the date duly authenticated Trust Certificates relating to such
Series are delivered to such Additional Beneficiaries, as evidence of their
beneficial entitlement to Trust Property as specified in the related Supplement;
"CLOSING DOCUMENTS LIST" shall mean the document so named specifying certain
documents, notifications and other matters required as a condition precedent to
the making of an initial Offer by the Transferor or, as the case may be, any
Additional Transferor, in each case initialled by the Transferor or relevant
Additional Transferor and the Receivables Trustee by way of identification;
"COLLATERAL INTEREST" shall have the meaning, with respect to any Series or any
Class within a Series, specified in the related Supplement;
"COLLECTIONS" shall mean:
(iii) all payments received by the Servicer or any Co-Servicer in
respect of Receivables in the form of cash, cheques, SWIFT
payments, wire transfers, direct debits, bank giro credits or
other form of payment in accordance with the Card Agreements in
effect from time to time in relation thereto;
(iv) any such payments under guarantees obtained by the Transferor or
any Additional Transferor in respect of the obligations of
Obligors to make payments on the Accounts;
(v) any Insurance Proceeds in respect of Accounts;
(vi) any amounts paid in cash by the Transferor or any Additional
Transferor pursuant to Clauses 10.4 or 11.1 of the RSA in respect
of Receivables; and
(vii) any consideration paid in respect of the assignment of Receivables
in Defaulted Accounts,
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(and a Collection received on a Designated Account in excess of the aggregate
amount of Receivables which have then arisen on that Account shall be deemed to
be a payment in respect of Principal Receivables to the extent of such excess);
"COLLECTION AGENT" shall mean Great Universal Stores Home Shopping Limited and
its successors in interest and permitted assigns or any replacement appointed by
the Trust Cash Manager or any Co-Trust Cash Manager;
"COMPANION SERIES" shall mean (i) each Series which has been paired with another
Series (which Series may be prefunded or partially prefunded) such that the
reduction of the Investor Interest of such Series results in the increase of the
Investor Interest of such other Series, as described in the related Supplements,
and (ii) such other Series;
"CO-SERVICER" has the meaning set out in Clause 2.1(c) of the Beneficiaries
Servicing Agreement;
"CO-TRUST CASH MANAGER" has the meaning set out in Clause 9.1(b) of the
Declaration of Trust and Trust Cash Management Agreement;
"CREDIT ADJUSTMENT" shall mean that amount of the Outstanding Face Amount of any
Principal Receivable (i) which was created in respect of any merchandise refused
or returned by the Obligor or as to which the Obligor has asserted any defence,
dispute, set-off or counterclaim (including a Transferor Section 75 Liability or
Additional Transferor Section 75 Liability) or (ii) which is reduced by the
Transferor, any Additional Transferor or the Servicer or any Co-Servicer by any
rebate, refund, charge-back or adjustment (including Servicer or Co-Servicer
errors) or (iii) which was created as a result of a fraudulent or counterfeit
charge;
"CREDIT ADVANCE" shall mean the original Outstanding Face Amount of any
Principal Receivable created in respect of any transaction by an Obligor;
"DAILY ACTIVITY REPORT" has the meaning specified in Clause 5.2 of the RSA;
"DAILY REPORT" has the meaning given to it in Clause 9.5(a) of the Declaration
of Trust and Trust Cash Management Agreement;
"DATE OF PROCESSING" shall mean, in respect of any transaction, the Business Day
after the overnight processing which resulted in that transaction being first
recorded on the computer master file of Accounts used by the Servicer or any
Co-Servicer (without regard to the effective date of such recording);
"DECLARATION OF TRUST AND TRUST CASH MANAGEMENT AGREEMENT" shall mean the
Declaration of Trust dated 1 November 1999, as amended and restated by a Deed of
Amendment and Restatement dated 23 November 1999, between Gracechurch
Receivables Trustee Limited as Receivables Trustee, Barclays Bank PLC as Trust
Cash Manager, Initial Transferor Beneficiary and Initial Excess Interest
Beneficiary and Barclaycard Funding PLC as MTN Issuer and all amendments thereof
and supplements thereto, including any Supplement;
"DEFAULTED ACCOUNT" shall mean each Account with respect to which, in accordance
with the Card Guidelines or the Servicer's or any Co-Servicer's customary and
usual servicing procedures for servicing credit card receivables comparable to
the Receivables assigned to the Receivables Trustee, the Servicer or any
Co-Servicer has charged-off the Receivables in such Account PROVIDED, HOWEVER,
that a Designated Account will become a "Defaulted Account" on
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the day on which the Receivables thereunder are recorded as charged-off on the
Servicer's or Co-Servicer's computer master file of Accounts;
"DEFAULTED ACCOUNTS INSTRUCTION NOTICE" shall mean a notice from the
Beneficiaries to the Receivables Trustee substantially in the form set out in
Schedule 2 to the Declaration of Trust and Trust Cash Management Agreement;
"DEFAULTED RECEIVABLE" means any Receivable in a Defaulted Account;
"DESIGNATED ACCOUNT" shall mean an Account which has been designated from the
Bank Portfolio of the Transferor or, as the case may be, any Additional
Transferor and identified as such by the Transferor or such Additional
Transferor and which is an Account the Receivables arising under which have been
(or will, upon coming into existence, be) assigned to the Receivables Trustee
PROVIDED, HOWEVER, that the term shall also be deemed to:
(viii) include such Account on the date it became a Transferred Account;
(ix) include, in relation to a Specified Product Line named in an Offer
(which Offer was accepted), each Account created under that
Specified Product Line during the next Monthly Period or, in
relation to Offers not made on an Offer Date, such Monthly Period
or part thereof as may be specified, as from the relevant Account
Creation Date unless such Account has been identified on the
Transferor's system or such Additional Transferor's system as
being excluded from the Offer;
(x) cease to include any Redesignated Account on the Redesignation
Date with respect thereto;
"DETERMINATION DATE" shall mean, unless otherwise specified in a Supplement, the
second Business Day prior to each Transfer Date;
"DISCOUNT OPTION RECEIVABLES" shall mean that amount of Receivables which is the
Discount Percentage of Principal Receivables arising in the Designated Accounts;
"DISCOUNT OPTION RECEIVABLES COLLECTIONS" shall mean Collections in respect of
Discount Option Receivables;
"DISCOUNT PERCENTAGE" shall mean a fixed or variable percentage of the amount of
Principal Receivables arising in the Designated Accounts, as nominated by the
Transferor or any Additional Transferor (at its option) from time to time;
"DISPOSAL" shall have the meaning specified in Clause 3.7 of the Declaration of
Trust and Trust Cash Management Agreement;
"DISTRIBUTION DATE" shall mean, unless otherwise specified in a Supplement, the
fifteenth day in each month or, if such day is not a Business Day, the next
succeeding Business Day;
"EARLY COLLECTION" has the meaning specified in Clause 10.2 of the RSA;
"ELIGIBLE ACCOUNT" shall mean an Account which complies with the criteria set
out in the schedule 1 to the RSA;
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"ELIGIBLE RECEIVABLES" shall mean Receivables which comply with the criteria set
out in the schedule 2 to the RSA as at:
(ii) in the case of Existing Receivables which are the subject of the
first Offer made by the Transferor or any Additional Transferor,
the Pool Selection Date in respect of that Offer; or
(iii) in the case of any Existing Receivable which is the subject of any
subsequent Offer made by the Transferor or any Additional
Transferor, the Additional Selection Date with respect to that
Offer; or
(iv) in the case of any Future Receivable, the Date of Processing with
respect to the transaction which gives rise to that Receivable or
(if different) the date on which the Receivables Trustee first
acquires that Receivable pursuant to the terms and subject to the
conditions of the RSA.
"ELIGIBLE RECEIVABLES POOL" shall mean the aggregate amount of (a) the
Outstanding Face Amount of all Principal Receivables which are Eligible
Receivables and (b) all Finance Charge Receivables assigned or purported to be
assigned to the Receivables Trustee (or other property which is deemed to
represent such Receivables) which constitute part of the Trust Property;
"ELIGIBLE SERVICER" shall mean an entity which, at the time of its appointment
as Servicer or Co-Servicer, (a) is servicing a portfolio of consumer revolving
credit card accounts or other consumer revolving credit accounts, (b) is legally
qualified and has the capacity to service the Accounts, (c) is qualified (or
licensed) to use the software that the Servicer or relevant Co-Servicer is then
currently using to service the Accounts or obtains the right to use, or has its
own, software which is adequate to perform its duties under the Beneficiaries
Servicing Agreement and, (d) has in the opinion of each Rating Agency
demonstrated the ability to professionally and competently service a portfolio
of similar accounts in accordance with customary standards of skill and care;
"ELIGIBLE TRUST CASH MANAGER" shall mean an entity which, at the time of its
appointment as Trust Cash Manager or Co-Trust Cash Manager, (a) is legally
qualified and has the capacity to carry out the functions of the Trust Cash
Manager as set out in the Declaration of Trust and Trust Cash Management
Agreement ("TRUST CASH MANAGEMENT"), (b) is qualified (or licensed) to use the
software that the Trust Cash Manager or relevant Co-Trust Cash Manager is then
currently using to carry out trust cash management or obtains the right to use,
or has its own, software which is adequate to perform trust cash management and,
(c) has in the opinion of each Rating Agency the ability to professionally and
competently carry out trust cash management in accordance with customary
standards of skill and care;
"ENCUMBRANCE" shall mean any mortgage, charge, pledge, lien or other encumbrance
securing any obligation of any person or any other type of preferential
arrangement (including, without limitation, title transfer and retention
arrangements) having similar effect;
"ENHANCEMENT" shall mean, with respect to any Series, the subordination, the
cash collateral guarantee or account, collateral interest, letter of credit,
surety bond, insurance policy, spread account, reserve account, cross-support
feature or any other contract or agreement for the benefit of such Series or any
Class within such Series as designated in the applicable Trust Supplement;
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"ENHANCEMENT INVESTED AMOUNT" shall have the meaning, with respect to any
Series, specified in the related Supplement;
"ENHANCEMENT PROVIDER" shall mean, with respect to any Series, the Person, if
any, designated as such in the related Supplement;
"EXCESS FINANCE CHARGE AMOUNTS" shall have the meaning specified in Clause
3.2(c) of the Declaration of Trust and Trust Cash Management Agreement;
"EXCESS INTEREST" shall mean the aggregate beneficial entitlement of the Excess
Interest Beneficiaries in the Receivables Trust;
"EXCESS INTEREST BENEFICIARY" means the Initial Excess Interest Beneficiary
and/or any Additional Transferor which becomes an Excess Interest Beneficiary of
the Receivables Trust, as the context may require;
"EXISTING RECEIVABLES" shall mean all Receivables which are specified by (a) the
Transferor or any Additional Transferor in an initial Offer as being in
existence under the Designated Accounts on the Pool Selection Date with respect
to the Initial Offer Date and with respect to Designated Accounts comprised in
such Offer or (b) the Transferor or any Additional Transferor in a subsequent
Offer as being in existence under the Designated Accounts comprised in such
Offer on the Additional Selection Date relating thereto;
"FINANCE CHARGE AMOUNT" shall mean the amounts allocable to any Series from time
to time representing the beneficial entitlement of such Series to Finance Charge
Collections (or amounts deemed to represent Finance Charge Collections) as
specified in Part 5 of the Schedule to the related Supplement which shall also
specify how such amounts are to be allocated between the Beneficiaries within
such Series;
"FINANCE CHARGE COLLECTIONS" shall mean Collections in respect of Finance Charge
Receivables PROVIDED, HOWEVER, that the amount of Finance Charge Collections
shall be reduced for the purposes of any calculation hereunder or in respect of
any Supplement on any date of determination by the amount of any Incorrect
Payments previously incorrectly allocated as Finance Charge Collections which
are to be repaid on such date of determination;
"FINANCE CHARGE COLLECTIONS LEDGER" shall have the meaning specified in Clause
5.1(a)(iii) of the Declaration of Trust and Trust Cash Management Agreement;
"FINANCE CHARGE RECEIVABLES" shall mean all Receivables arising under a
Designated Account which fall within the paragraphs (iii), (iv) (subject to any
certificate to the contrary by the Transferor or any Additional Transferor
pursuant to Clause 8.4 of the RSA) or (v) (subject to any certificate to the
contrary by the Transferor or any Additional Transferor pursuant to Clause 8.5
of the RSA) of the definition of "Receivables" hereunder and, in respect of any
Monthly Period, includes Discount Option Receivables, and further includes any
amounts payable in respect of the assignment of Receivables on Defaulted
Accounts;
"FITCH" shall mean Fitch IBCA Limited, or its successors;
"FLOATING INVESTOR PERCENTAGE" shall have the meaning specified in the related
Supplement;
"FUTURE RECEIVABLES" shall mean all Receivables on a Designated Account which
are not Existing Receivables;
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"FUTURE RECEIVABLES TRANSFER" means the transfer in the form set out in schedule
10 to the RSA, executed by the Transferor and the Receivables Trustee;
"GOVERNMENTAL AUTHORITY" shall mean any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government;
"GROUP" shall mean, with respect to any Series, the group of Series in which the
related Supplement specifies that such Series shall be included;
"INCORRECT PAYMENTS" shall have the meaning specified in Clause 5.3(b) of the
Declaration of Trust and Trust Cash Management Agreement;
"INCORRECT WITHDRAWAL" shall mean any use of monies representing Trust Property
by Barclays Bank PLC or the Servicer or any Co-Servicer or any bank operating
the Barclaycard Operating Account, any Additional Transferor Operating Account
or any other party, whether by way of withdrawal, set-off or otherwise, prior to
payment of such monies into the Trustee Collection Account in accordance with
the Relevant Documents;
"INELIGIBLE COLLECTIONS" shall mean Collections in respect of Ineligible
Receivables;
"INELIGIBLE RECEIVABLES" shall mean Principal Receivables which do not comply
with all of the criteria set out in the schedule 2 to the RSA as at:
(v) in the case of Existing Receivables which are the subject of the
first Offer made by the Transferor or any Additional Transferor,
the Pool Selection Date in respect of that Offer; or
(vi) in the case of any Existing Receivable which is the subject of any
subsequent Offer made by the Transferor or any Additional
Transferor, the Additional Selection Date with respect to that
Offer; or
(vii) in the case of any Future Receivable, the Date of Processing with
respect to the transaction which gives rise to that Receivable or
(if different) the date on which the Receivables Trustee first
acquires that Receivable pursuant to the terms and subject to the
conditions of the RSA and (where applicable) the Future
Receivables Transfer;
"INELIGIBLE RECEIVABLES POOL" shall mean the Outstanding Face Amount of all
Ineligible Receivables assigned or purported to be assigned to the Receivables
Trustee (or other property which is deemed to represent such Receivables ) which
constitute part of the Trust Property;
"INITIAL CLOSING DATE" shall mean 23 November 1999;
"INITIAL EXCESS INTEREST BENEFICIARY" shall mean Barclays Bank PLC in its
capacity as Initial Excess Interest Beneficiary of the Receivables Trust;
"INITIAL INVESTOR INTEREST" shall mean, with respect to any Beneficiary within a
Series, the amount stated in the related Supplement;
"INITIAL OFFER DATE" shall mean, in respect of the first Offer made by the
Transferor, 23 November 1999 and, in respect of the first Offer made by an
Additional Transferor, the date specified in such Offer;
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"INITIAL TRANSFEROR BENEFICIARY" shall mean Barclays Bank PLC in its capacity as
Transferor Beneficiary of the Receivables Trust;
"INSOLVENCY EVENT" shall have the meaning specified in paragraph (1) of Clause
6.1 of the Declaration of Trust and Trust Cash Management Agreement;
"INSOLVENCY PROCEEDS" shall have the meaning specified in Clause 6.3(c) of the
Declaration of Trust and Trust Cash Management Agreement;
"INSURANCE PROCEEDS" shall mean any amounts recovered by the Servicer or any
Co-Servicer pursuant to any credit insurance policies covering any Obligor with
respect to Receivables under that Obligor's Account;
"INTERCHANGE" shall mean the interchange fees payable to the Transferor or any
Additional Transferor in respect of the Bank Portfolio in its capacity as a
credit card or charge card issuer through VISA International, Inc. and
MasterCard International Incorporated;
"INVESTOR ACQUISITION" shall have the meaning specified in Clause 4.2(a)(ii) of
the Declaration of Trust and Trust Cash Management Agreement;
"INVESTOR BENEFICIARY" shall mean any Person in its capacity as an investor
beneficiary of the Receivables Trust, which may include any investor beneficiary
subordinate to another investor beneficiary as a provider of Enhancement as
specified in any Supplement;
"INVESTOR CASH AVAILABLE FOR ACQUISITION" shall mean with respect to each Series
the amount allocated to the Investor Beneficiaries within such Series which is
available to fund the acquisition of beneficial entitlement to Receivables as
more particularly described in Schedule 1 to the Declaration of Trust and Trust
Cash Management Agreement and the related Supplement;
"INVESTOR CERTIFICATE" shall mean a Trust Certificate issued by the Receivables
Trustee, executed by the Transferor and any Additional Transferor and
authenticated by or on behalf of the Receivables Trustee substantially in the
form (or forms in the case of a Series with multiple Classes of Investor
Beneficiaries) of the investor certificate attached to the related Supplement
which evidences the beneficial interest of such Investor Beneficiary in the
Receivables Trust or such other evidence of beneficial entitlement to Trust
Property deemed to be an "INVESTOR CERTIFICATE" in any related Supplement;
"INVESTOR DEFAULT AMOUNT" shall have, with respect to any Series, the meaning
stated in the related Supplement;
"INVESTOR INTEREST" shall mean the beneficial interest of any Investor
Beneficiary in the Receivables Trust and shall be calculated in accordance with
the provisions of the related Supplement;
"INVESTOR PERCENTAGE" shall have, with respect to Principal Receivables which
are Eligible Receivables, Finance Charge Receivables and Receivables in
Defaulted Accounts and any Series, the meaning stated in the related Supplement;
"INVESTOR SERVICING FEE" shall have, with respect to each Series as specified in
Clause 2.2(b) of the Beneficiaries Servicing Agreement, the meaning specified in
the related Supplement;
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"INVESTOR TRUSTEE PAYMENT" shall have, with respect to each Series as specified
in Clause 7.15(b) of the Declaration of Trust and Trust Cash Management
Agreement, the meaning specified in the related Supplement;
"LIABILITY" means any loss, damage, cost, charge, claim, demand, expense,
judgement, action, proceeding or other liability whatsoever (including, without
limitation, in respect of taxes, duties, levies, imposts and other charges) and
including any value added tax or similar tax charged or chargeable in respect
thereof and legal fees and expenses on a full indemnity basis;
"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the interests
of any Investor Beneficiary which shall be construed to include any Investor
Beneficiary which is a member of a Series with Related Debt outstanding as more
particularly specified in any related Supplement;
"MAXIMUM ADDITION AMOUNT" shall mean, unless otherwise provided in a Supplement,
with respect to any Offer Date, or the date of the Future Receivables Transfer
(as applicable), the number of new Accounts originated by the Transferor or any
Additional Transferor after the Pool Selection Date designated as Designated
Accounts pursuant to Clauses 2.1.2 or 2.2 of the RSA or the Future Receivables
Transfer without prior Rating Agency confirmation of its then existing rating of
any outstanding Related Debt as described in paragraph 2(ii) of the schedule 4
of the RSA which would either:
(i) with respect to any of the three consecutive Monthly Periods
beginning with the Monthly Period commencing on the first day of
the month immediately following the Pool Selection Date be equal
to 15% of the number of Designated Accounts as of the first day of
the calendar year during which such Monthly Periods commence (or
the Pool Selection Date, in the case of 1999); or
(ii) with respect to any twelve-month period be equal to 20% of the
number of Designated Accounts as of the first day of such
twelve-month period (or the Pool Selection Date, whichever is the
later),
PROVIDED, HOWEVER, that if the aggregate principal balance in the new Accounts
specified in paragraph (i) or (ii) above, as the case may be, shall exceed
either:
(A) 15% of the aggregate amount of Principal Receivables which are
Eligible Receivables determined as of the first day of the third
preceding Monthly Period (or in the case of any Offer Date
occurring on or before 15 February 2000, the aggregate amount of
Principal Receivables which are Eligible Receivables on 31 October
1999) after the deduction of the aggregate amount of Principal
Receivables which are Eligible Receivables as of (i) the Offer
Date relating to an Offer which was accepted in respect of each
such new Account or (ii) the date of the Future Receivables
Transfer (if any), in all of the Accounts owned by the Transferor
and each Additional Transferor that have been designated as
Designated Accounts since the first day of the third preceding
Monthly Period or the Initial Closing Date, as the case may be; or
(B) 20% of the aggregate amount of Principal Receivables determined as
of the first day of the calendar year in which such date occurs
(or in the case of an Offer Date occurring on or before 15
February 2000, the aggregate amount of
15
Principal Receivables which are Eligible Receivables on 31
October 1999) after the deduction of the aggregate amount of
Principal Receivables, which are Eligible Receivables as of the
Offer Date relating to an Offer which was accepted in respect of
each such new Account or the date of the Future Receivables
Transfer (if any), in all of the Accounts owned by the Transferor
and each Additional Transferor after the Pool Selection Date that
have been designated as Designated Accounts since the first day
of such calendar year or the Initial Closing Date, as the case
may be,
then the Maximum Addition Amount shall be an amount equal to the lesser
of the aggregate amount of Principal Receivables which are Eligible
Receivables specified in either Clause A or Clause B of this proviso;
"MINIMUM AGGREGATE PRINCIPAL RECEIVABLES" shall mean, unless otherwise provided
in a Supplement relating to any Series, as of any date of determination, an
amount equal to the sum of the numerators used in the calculation of the
Investor Percentages for Principal Collections for all Applicable Series on such
date PROVIDED, HOWEVER, that with respect to any Applicable Series in its
Controlled Accumulation Period with an Investor Interest as of such date of
determination equal to the Principal Funding Account Balance relating to such
Applicable Series, the numerator used in the calculation of the Investor
Percentage for Principal Collections relating to such Applicable Series shall,
solely for the purpose of the definition of Minimum Aggregate Principal
Receivables, be deemed to equal zero;
"MINIMUM TRANSFEROR INTEREST" shall mean 5% (or such other percentage as
specified in any related Supplement) of the Average Principal Receivables
PROVIDED, HOWEVER, that the Transferor or any Additional Transferor may reduce
the Minimum Transferor Interest upon (i) 30 day's prior notice to the
Receivables Trustee, each Rating Agency and any Enhancement Provider entitled to
receive such notice pursuant to the relevant Supplement, (ii) written
confirmation from each Rating Agency that such reduction will not result in the
reduction or withdrawal of the respective ratings of each Rating Agency for any
outstanding Related Debt and (iii) delivery to the Receivables Trustee and each
such Enhancement Provider of an Officer's Certificate stating that Barclays Bank
PLC reasonably believes that such reduction will not, based on the facts known
to such officer at the time of such certification, then or thereafter cause a
Pay Out Event to occur with respect to any Investor Beneficiary PROVIDED
FURTHER, HOWEVER, that the Minimum Transferor Interest shall not at any time
mean less than 2%;
"MONTHLY PERIOD" shall mean, unless otherwise defined in any Supplement, the
period from and including the first day of a calendar month to and including the
last day of a calendar month;
"MONTHLY TRUST CASH MANAGER'S REPORT" shall mean, a report substantially in the
form attached as Exhibit B to the Declaration of Trust and Trust Cash Management
Agreement, with such changes as the Trust Cash Manager may determine to be
necessary or desirable PROVIDED, HOWEVER, that no such change shall serve to
exclude information required by the Declaration of Trust and Trust Cash
Management Agreement or any Supplement;
"MOODY'S" shall mean Moody's Investors Service, Inc;
"MTN ISSUER" shall mean Barclaycard Funding PLC;
16
"MTNS" shall mean all medium term notes, the obligations under which are secured
by the MTN Issuer's interest as a Beneficiary of the Receivables Trust, issued
by the MTN Issuer under a medium term note programme;
"NOTICE OF ASSIGNMENT" shall mean a notice substantially in the form set out in
Schedule 8 of the RSA, and given to any Obligor, to the effect that Receivables
paid and payable by the Obligor (and if applicable the related benefit of any
related guarantee or guarantees) have been assigned to the Receivables Trustee;
"NOTIFICATION EVENT" shall mean any one or more of the events listed in Schedule
6 of the RSA;
"OBLIGOR" or "OBLIGORS" shall mean with respect to any Account, the person or
persons obliged directly or indirectly to make payments in respect of
Receivables generated on that Account;
"OFFER" shall mean:
(iii) in respect of the first offer made by the Transferor to the
Receivables Trustee to assign Receivables in accordance with the
terms of the RSA, the offer referred to in Clause 2.1 of the RSA;
and
(iv) in respect of any subsequent offer made by the Transferor or any
Additional Transferor to the Receivables Trustee to assign
Receivables arising under Designated Accounts in accordance with
the terms of the RSA, an offer as referred to in Clause 2.2 of the
RSA;
"OFFER DATE" shall mean the last day of each Monthly Period or, if such day is
not a Business Day, the next succeeding Business Day (but, for the avoidance of
doubt, neither the Transferor nor any Additional Transferor has any obligation
to make, and the Receivables Trustee has no obligation to accept, an Offer on
any Offer Date);
"OFFICER'S CERTIFICATE" shall mean a certificate given by an officer of the
Trust Cash Manager or the Servicer, or any Co-Trust Cash Manager or Co-Servicer,
involved in or responsible for Trust Cash Management or Servicing respectively,
whose name appears on a list of officers furnished to the Receivables Trustee by
the Trust Cash Manager and the Servicer, and any Co-Trust Cash Manager and any
Co-Servicer, as such lists may from time to time be amended;
"OPERATING BANK" shall mean a Qualified Institution at which the Trustee
Collection Account and Trustee Acquisition Account are maintained and any other
Qualified Institution at which such Trust Accounts are maintained from time to
time;
"OPINION OF COUNSEL" shall mean a written legal opinion provided by a legal
adviser, who may be an adviser of the Person providing the opinion, and who
shall be reasonably acceptable to the Receivables Trustee;
"OUTSTANDING FACE AMOUNT" shall mean, in respect of a Principal Receivable on
any date, the amount which is the outstanding balance due in respect thereof at
the close of business in London on the Business Day immediately preceding such
date;
"PAY OUT COMMENCEMENT DATE" shall mean, (i) with respect to each Series, the
date on which a Trust Pay Out Event is deemed to occur pursuant to Clause 6.1 of
the Declaration of Trust and Trust Cash Management Agreement or (ii) with
respect to any Series, the date on which a Series Pay Out Event is deemed to
occur pursuant to the Supplement for such Series;
17
"PAY OUT EVENT" shall mean, with respect to each Series, a Trust Pay Out Event
or a Series Pay Out Event;
"PERIODIC FINANCE CHARGES" shall mean, in respect of an Account, the finance
charges (due to periodic rate) or any similar term as specified or defined in
the Card Agreement applicable to that Account;
"PERMITTED ADDITIONAL JURISDICTION" shall mean in respect of a Receivable and an
Obligor a jurisdiction (other than England and Wales, Scotland and Northern
Ireland) agreed by the Transferor, each Additional Transferor and the
Receivables Trustee and approved by each Rating Agency as being acceptable as a
Permitted Additional Jurisdiction;
"PERMITTED INVESTMENTS" shall mean any one or more of the following:
(v) demand or time deposits, certificates of deposit and other
short-term unsecured debt obligations at or of any institution
PROVIDED THAT, in each case, at the time the deposit is made or
the certificate or obligation is acquired the then current rating
of the unsecured and unguaranteed debt obligations of that
institution (or, where the investment in question is guaranteed,
of the guaranteeing institution) is A-1+ and P-1 or (if different)
the then highest rating conferred in respect of such obligations
by Standard and Poor's and Moody's (respectively); or
(vi) short-term unsecured debt obligations (including commercial paper)
issued or guaranteed by any body corporate provided that the then
current rating of the unsecured and unguaranteed debt obligations
of that body corporate (or where the debt obligations in question
are guaranteed, of the guaranteeing institution) is A-1+ and P-1,
or (if different) the then highest rating conferred in respect of
such obligations by Standard and Poor's and Moody's
(respectively),
PROVIDED FURTHER, that for the purposes of the Spread Account, references in
this definition to a rating in the "highest rating" shall be modified to require
a rating from any one of the following Rating Agencies of at least A-2 by
Standard & Poor's, P-2 by Moody's or (if such investment is rated by Fitch IBCA)
F-2 by Fitch IBCA;
"PERSON" shall be construed as a reference to any person, individual,
corporation, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organisation, governmental entity or
other entity of similar nature (whether or not having separate legal
personality);
"POOL SELECTION DATE" shall mean, in respect of the first Offer by the
Transferor, 31 October 1999 and, in respect of any first Offer made by an
Additional Transferor, the date specified in such Offer;
"PRINCIPAL AMOUNTS" shall mean amounts payable to any Series from time to time
representing the beneficial entitlement of such Series to Principal Collections
(or amounts deemed to represent Principal Collections) as specified in Part 5 of
the Schedule of the related Supplement which shall also specify how such amounts
are to be allocated between the Classes within such Series;
"PRINCIPAL COLLECTIONS" shall mean Collections in respect of Principal
Receivables which are Eligible Receivables;
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"PRINCIPAL COLLECTIONS LEDGER" shall have the meaning specified in Clause
5.1(a)(iii) of the Declaration of Trust and Trust Cash Management Agreement;
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall have the meaning, with respect to any
Series, specified in the related Supplement (if applicable);
"PRINCIPAL RECEIVABLES" shall mean Receivables arising under a Designated
Account (other than Finance Charge Receivables) PROVIDED, HOWEVER, that the
amount of Principal Receivables on a Designated Account on any day shall be
reduced by the aggregate amount of credit balances existing in such Designated
Account on that day PROVIDED FURTHER, HOWEVER, that any Receivable arising on a
Designated Account which the Transferor is unable to assign to the Receivables
Trustee for any reason shall not be included in calculating the aggregate amount
of Principal Receivables;
"PRINCIPAL SHORTFALLS" shall mean, with respect to a Transfer Date, the
aggregate amount for all Series that the related Supplements specify are "SERIES
PRINCIPAL SHORTFALLS" for such Transfer Date;
"PRODUCT LINE" means each MasterCard(R) or VISA(R) revolving credit card or
charge card product made available to customers by Barclays Bank PLC from time
to time and identified, in respect of each Account, by a 3 digit number
(representing a named product) assigned to such Account and recorded on the
"Triumph" cardholder accounting system (or any other accounting system used by
Barclays Bank PLC from time to time to perform the same or similar functions)
and, for the avoidance of doubt, shall include any new Product Lines which come
into existence after the date hereof or which replace existing Product Lines;
"PURCHASE PRICE" shall mean, in respect of Receivables assigned to the
Receivables Trustee on acceptance of any Offer, an amount equal to (a) the
greater of (i) the Outstanding Face Amount of the Principal Receivables
comprised in the New Designated Accounts (as defined in the Offer) on the Pool
Selection Date in respect of the first Offer made by the Transferor (or any
Additional Transferor) or the relevant Additional Selection Date in respect of
any other Offer, plus any Future Receivables arising on such New Designated
Accounts between the Pool Selection Date or Additional Selection Date (as
applicable) and the date of acceptance of the Offer, less any Collections
received during that time and (ii) (pound)1.00 plus, (b) by way of additional
consideration, an amount equal to the Outstanding Face Amount of Future
Receivables which are Principal Receivables and which thereafter come into
existence under the Designated Accounts referred to in such Offer;
"QUALIFIED INSTITUTION" shall mean (i) an institution which at all times has a
short-term unsecured debt rating of at least A-1+ by Standard & Poor's and P-1
by Moody's or (ii) an institution acceptable to each Rating Agency;
"RAPID ACCUMULATION PERIOD" shall for any Series, have the meaning specified in
the related Supplement;
"RATING AGENCY" shall mean, with respect to each Series, the rating agency or
agencies, if any, selected by the Transferor Beneficiary to provide a rating for
Related Debt, as specified in the related Supplement;
"RECEIVABLES" shall mean all amounts owing by an Obligor to the Transferor or
any Additional Transferor under an Account from time to time, including (without
limitation):
19
(vii) amounts owing for payment in respect of the acquisition of
merchandise and/or services;
(viii) cash advances;
(ix) amounts relating to Transaction Fees, Periodic Finance Charges and
charges for credit insurance;
(x) amounts relating to Special Fees; and
(xi) Annual Fee Receivables,
"RECEIVABLES TRUST" shall mean the trust constituted pursuant to the Declaration
of Trust and Trust Cash Management Agreement;
"RECEIVABLES TRUSTEE" shall mean Gracechurch Receivables Trustee Limited in its
capacity as trustee of the Receivables Trust pursuant to the terms of the
Declaration of Trust and Trust Cash Management Agreement and its permitted
successors and any Person appointed as a successor trustee, co-trustee or
separate trustee of the Receivables Trustee in accordance with the provisions of
the Declaration of Trust and Trust Cash Management Agreement or by operation of
law;
"RECEIVER" means a Person, or Persons, appointed in writing by the Security
Trustee who is to be a receiver, a receiver and manager or an administrative
receiver (and who shall not be the Security Trustee or an Affiliate of the
Security Trustee);
"RECORD DATE" shall mean, with respect to any Distribution Date and any Transfer
Date, the last Business Day of the preceding Monthly Period;
"REDESIGNATED ACCOUNT" shall mean a Defaulted Account, Zero Balance Account,
Cancelled Account or any other Account which has ceased to be a Designated
Account pursuant to Clause 7 of the RSA;
"REDESIGNATION DATE" has the meaning specified in Clause 7.1 of the RSA;
"REDESIGNATION NOTICE" has the meaning specified in Clause 7.2 of the RSA;
"REDUCTION" has the meaning specified in Clause 10.1 of the RSA;
"RELATED DEBT" shall mean, with respect to each Series, the meaning specified in
the related Supplement;
"RELEVANT DATE" shall have the meaning specified in Clause 5.2(a) of the
Declaration of Trust and Trust Cash Management Agreement;
"RELEVANT DOCUMENTS" shall mean the Declaration of Trust and Trust Cash
Management Agreement, the RSA, the Master Definitions Schedule, the
Beneficiaries Servicing Agreement, each Accession Notice, each Series Supplement
and each other document executed in connection with an Acquisition (including
any documents executed in connection with Related Debt), any mandate and other
agreement relating to a Trust Account or a bank account in respect of which the
Receivables Trustee has a beneficial interest, the Trust Section 75 Indemnity,
and any other document contemplated by and executed in connection with any of
the preceding documents;
20
"RELEVANT MONTHLY PERIOD" means, in respect of the last business day of any
Monthly Period, the next following Monthly Period and, in respect of any other
day, the current Monthly Period;
"REMOVAL DATE" has the meaning specified in Clause 7.6 of the RSA;
"REMOVED ACCOUNT" shall mean a Redesignated Account which has ceased to be
designated as such in the systems of the Transferor or any Additional Transferor
and which has been removed pursuant to Clause 7.6 of the RSA;
"REQUIREMENT OF LAW" for any Person shall mean the memorandum of association or
articles of association or other organisational or governing documents of such
Person, and any law, treaty, rule, requirement or regulation, or determination
of an arbitrator or Governmental Authority, in each case applicable to or
binding upon such Person or to which such Person is subject;
"RESTRICTED ADDITIONAL JURISDICTION" shall mean in respect of a Receivable and
an Obligor a jurisdiction other than England and Wales, Scotland, Northern
Ireland or any Permitted Additional Jurisdiction;
"RESTRICTED ELIGIBLE RECEIVABLE" means a Receivable which does not comply with
the Consumer Credit Act 1974 such that a court would have no discretion under
that Act to make an enforcement order in respect of such Receivable, PROVIDED
HOWEVER that such Receivable shall only be a Restricted Eligible Receivable if,
at the time such Receivable arises on the relevant Designated Account, the
aggregate balance of all Restricted Eligible Receivables, when added to the
balance of such Receivable, would not equal more than 1 per cent. of the total
aggregate balance of Receivables in the Securitised Portfolio. For the avoidance
of doubt, once it is determined that a Receivable is or is not a Restricted
Eligible Receivable as provided herein, such determination shall not be capable
of being altered in any circumstances (including, without limitation, if there
is any change in the aggregate balance of Restricted Eligible Receivables at any
subsequent time such that they rise above or fall below the 1 per cent. referred
to above);
"REVOLVING PERIOD" shall have, with respect to any Series, the meaning specified
in the related Supplement;
"RSA" shall mean the Receivables Securitisation Agreement between the Transferor
and the Receivables Trustee dated 23 November 1999 and all amendments thereof
and supplements thereto;
"SECURITISED PORTFOLIO" shall mean the total portfolio of Designated Accounts,
the Receivables arising on which are held by the Receivables Trustee on behalf
of the Beneficiaries;
"SECURITY TRUSTEE" means the Bank of New York, London Branch, in its capacity as
Security Trustee pursuant to the Security Trust and MTN Cash Management
Agreement dated 23 November 1999 between, inter alia, the Security Trustee and
the MTN Issuer;
"SERIES" shall have the meaning specified in Clause 4.2(b)(i) of the Declaration
of Trust and Trust Cash Management Agreement;
"SERIES PAY OUT EVENT" shall have, with respect to any Series or any Class
within a Series, the meaning specified in the related Supplement;
"SERIES RETURN" shall mean, in respect of each Series, any amount which is
payable to the Investor Beneficiaries of such Series with a view to enabling the
Investor Beneficiaries to make
21
and retain a profit, such amount being calculated in accordance with the terms
of the relevant Supplement;
"SERIES SERVICING FEE PERCENTAGE" shall mean, with respect to any Series, the
amount specified in the related Supplement;
"SERIES TERMINATION DATE" shall mean with respect to any Series, the date
specified in the related Supplement;
"SERIES TRUST CASH MANAGEMENT FEE PERCENTAGE" shall mean, with respect to any
Series, the amount specified in the related Supplement;
"SERVICER" shall mean initially Barclays Bank PLC in its capacity as servicer of
the Receivables constituting Trust Property pursuant to the provisions of the
Beneficiaries Servicing Agreement and thereafter any Person appointed as
Successor Servicer in accordance with the Beneficiaries Servicing Agreement, and
shall include any Co-Servicer with respect to the functions of the Servicer
which such Co-Servicer is to perform, as specified in Clause 2.1 of the
Beneficiaries Servicing Agreement;
"SERVICER DEFAULT" shall have the meaning specified in Clause 4.1 of the
Beneficiaries Servicing Agreement;
"SERVICING" means the functions and duties of the Servicer as specified in the
Beneficiaries Servicing Agreement, or such of them as may be specified in any
Accession Notice as applying to any Co-Servicer;
"SERVICING FEE" shall have the meaning specified in Clause 2.2(a) of the
Beneficiaries Servicing Agreement;
"SHARED EXCESS FINANCE CHARGE COLLECTIONS" shall mean, with respect to any
Transfer Date, the aggregate amount for all Series that the related Supplements
specify are to be treated as "SHARED EXCESS FINANCE CHARGE COLLECTIONS" for such
Transfer Date;
"SHARED PRINCIPAL COLLECTIONS" shall mean, with respect to any Transfer Date,
the aggregate amount for all Series that the related Supplements specify are to
be treated as "SHARED PRINCIPAL COLLECTIONS" for such Transfer Date;
"SOLVENCY CERTIFICATE" shall mean a certificate of a duly authorised officer
substantially in the form set out in Schedule 7 to the RSA;
"SPECIAL FEES" shall mean draft fees, service transaction fees, foreign exchange
commission and other fees which may from time to time be assessed by the
Transferor or any Additional Transferor (whether for itself or on behalf of
another party) on Accounts as may be permitted by the Card Agreements relating
thereto;
"SPECIFIED PRODUCT LINE" shall mean a Product Line named in any Offer made under
the RSA or in the definition of "Relevant Accounts" in the Future Receivables
Transfer, provided that all references to Specified Product Lines shall be
construed having regard to Clause 2.8 of the RSA;
"STANDARD & POOR'S" shall mean Standard & Poor's Ratings Group;
22
"SUCCESSOR SERVICER" shall have the meaning specified in Clause 4.3(a) of the
Beneficiaries Servicing Agreement;
"SUPPLEMENT" or "SERIES SUPPLEMENT" shall mean, with respect to any Series, a
supplement to the Declaration of Trust and Trust Cash Management Agreement
complying with the terms of Clause 4.3 of the Declaration of Trust and Trust
Cash Management Agreement;
"TAX" shall mean any tax, levy, impost, duty or other charge of a similar nature
(including, without limitation, any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same);
"TERMINATION NOTICE" shall have, with respect to any Series, the meaning
specified in Clause 11.1 of the Declaration of Trust and Trust Cash Management
Agreement;
"TRANSACTION FEES" shall mean all fees as specified in the Card Agreement
applicable to each Account other than Special Fees and Annual Fees;
"TRANSFER DATE" shall mean, unless otherwise specified in the related
Supplement, with respect to any Series, the Business Day immediately prior to
each Distribution Date;
"TRANSFEROR" shall mean Barclays Bank PLC in its capacity as transferor of
certain Receivables to the Receivables Trustee pursuant to the provisions of the
RSA and the Future Receivables Transfer;
"TRANSFEROR ACQUIRED INTERCHANGE AMOUNT" shall have the meaning specified in
Clause 5.2(f)(i)(F) of the Declaration of Trust and Trust Cash Management
Agreement;
"TRANSFEROR ACQUISITION" shall have the meaning specified in Clause 4.2(a)(i) of
the Declaration of Trust and Trust Cash Management Agreement;
"TRANSFEROR BENEFICIARY" means the Initial Transferor Beneficiary and/or any
further Transferor Beneficiary as the context may require;
"TRANSFEROR CASH AVAILABLE FOR ACQUISITION" shall have the meaning specified in
Clause 5.2(f)(ii)(A) of the Declaration of Trust and Trust Cash Management
Agreement;
"TRANSFEROR CASH MANAGEMENT FEE" shall have the meaning specified in Clause
9.2(c) of the Declaration of Trust and Trust Cash Management Agreement;
"TRANSFEROR CERTIFICATE" shall mean a Trust Certificate issued by the
Receivables Trustee, executed by the Transferor and each Additional Transferor
and authenticated by the Receivables Trustee, substantially in the form of
Exhibit A of the Declaration of Trust and Trust Cash Management Agreement and
exchangeable as provided in Clause 4.2 of the Declaration of Trust and Trust
Cash Management Agreement, which evidences the aggregate beneficial entitlement
of each Transferor Beneficiary in the Receivables Trust PROVIDED, HOWEVER, that
at any time there shall be only one Transferor Certificate in respect of each
Additional Transferor;
"TRANSFEROR FINANCE CHARGE AMOUNT" shall have the meaning specified in Clause
5.2(f)(i)(D) of the Declaration of Trust and Trust Cash Management Agreement,
being the aggregate amount payable to the Transferor Beneficiaries on each
Business Day representing their aggregate beneficial entitlement to Finance
Charge Collections or amounts deemed to represent Finance Charge Collections on
such Business Day;
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"TRANSFEROR INELIGIBLE INTEREST" shall mean, on any date of determination, the
aggregate amount of the Ineligible Receivables Pool;
"TRANSFEROR INTEREST" shall mean, on any date of determination, the sum of (1)
the aggregate amount of Principal Receivables which are Eligible Receivables at
the end of such day and (2) the principal amount on deposit in any Principal
Funding Account (as defined in any Supplement) at the end of the day immediately
prior to such date of determination, minus the Aggregate Investor Interest at
the end of such day PROVIDED THAT, for the avoidance of doubt, the Transferor
Interest shall never be less than zero;
"TRANSFEROR PERCENTAGE" shall mean, on any date of determination, when used with
respect to Principal Receivables which are Eligible Receivables, Finance Charge
Receivables and Receivables in Defaulted Accounts, a percentage equal to 100%
minus the Aggregate Investor Percentage with respect to such categories of
Receivables;
"TRANSFEROR SECTION 75 LIABILITY" shall mean any liability of the Transferor (as
a "CREDITOR") from time to time to make a payment to an Obligor regarding a
Designated Account (as a "DEBTOR") pursuant to Section 75 of the Consumer Credit
Act 1974;
"TRANSFEROR SECTION 75 INDEMNITY CLAIM" shall mean the amount of any Transferor
Section 75 Liability claimed from the Receivables Trustee by the Transferor
pursuant to the Trust Section 75 Indemnity PROVIDED, HOWEVER, that such
Transferor Section 75 Indemnity Claim shall not exceed the amount of the Credit
Advance relating to the transaction giving rise to that Transferor Section 75
Liability;
"TRANSFEROR SERVICING FEE" shall have the meaning specified in Clause 2.2(c) of
the Beneficiaries Servicing Agreement;
"TRANSFERRED ACCOUNT" shall mean:
(xii) an Account with respect to which a new card account number has
been issued by the Servicer, any Co-Servicer or the Transferor or
any Additional Transferor in circumstances resulting from a lost
or stolen card in relation to a Designated Account or lost or
stolen cheques or from the transfer of a Designated Account from
one programme to another programme and not requiring standard
application and credit evaluation procedures under the Card
Guidelines, as applicable; and
(xiii) a Designated Account resulting from the conversion of a Designated
Account that was a standard account to a premium account or from a
premium account to a standard account, if applicable,
and which in either case is identified in the systems of the Transferor or
relevant Additional Transferor in the normal manner used to identify Designated
Accounts;
"TRUST ACCOUNTS" shall mean each of the Trustee Collection Account, the Trustee
Acquisition Account and each Additional Trust Account and "Trust Account" shall
mean any one thereof as the context requires;
"TRUST CASH MANAGEMENT" means the functions and duties of the Trust Cash Manager
as specified in the Declaration of Trust and Trust Cash Management Agreement, or
such of them as may be specified in any Accession Notice as applying to any
Co-Trust Cash Manager;
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"TRUST CASH MANAGEMENT FEE" shall have the meaning specified in Clause 9.2(a) of
the Declaration of Trust and Trust Cash Management Agreement;
"TRUST CASH MANAGER" shall mean initially Barclaycard in its capacity as trust
cash manager of the Receivables and Collections pursuant to the provisions of
the Declaration of Trust and Trust Cash Management Agreement and thereafter, any
person appointed as successor Trust Cash Manager in accordance with the
Declaration of Trust and Trust Cash Management Agreement and shall include any
Co-Trust Cash Manager with respect to the functions of the Trust Cash Manager
which such Co-Trust Cash Manager is to perform, as specified in Clause 9.1(b) of
the Declaration of Trust and Trust Cash Management Agreement;
"TRUST CASH MANAGER DEFAULT" shall have the meaning specified in Clause 11.1 of
the Declaration of Trust and Cash Management Agreement;
"TRUST CERTIFICATE" shall mean any one of the Investor Certificates of any
Series or any Transferor Certificate;
"TRUST CERTIFICATE REGISTER" shall mean the register maintained pursuant to
Clause 3.6(a) of the Declaration of Trust and Trust Cash Management Agreement,
recording the identity of the Investor Beneficiaries of the Receivables Trust
from time to time as evidenced by the Investor Certificates issued to such
Investor Beneficiaries and transfers and exchanges relating to the beneficial
entitlements evidenced thereby;
"TRUST PAY OUT EVENT" shall have, with respect to each Series, the meaning
specified in Clause 6.1 of the Declaration of Trust and Trust Cash Management
Agreement;
"TRUST PROPERTY" shall mean:
(i) until such time as monies transferred by the Beneficiaries have
been applied in accordance with the terms of the RSA all monies
which may from time to time be provided by the Beneficiaries to
fund the purchase of the Receivables, by way of assignment, by the
Receivables Trustee pursuant to the terms and subject to the
conditions of the RSA and the Future Receivables Transfer;
(ii) the Eligible Receivables and Ineligible Receivables and any other
property acquired by the Receivables Trustee pursuant to the terms
and subject to the conditions of the RSA and the Future
Receivables Transfer;
(iii) all monies, investments and property from time to time
representing or derived from or to be applied in respect of item
(ii) above including, without limitation,
(A) all monies due or to become due with respect to Receivables
(including all Finance Charge Receivables) assigned to the
Receivables Trustee;
(B) all proceeds of such Receivables and Insurance Proceeds
relating to such Receivables;
(C) the right to receive the benefit of Acquired Interchange as
provided for in the RSA;
(D) monies deposited from time to time in the Trust Accounts;
and
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(iv) the rights to any Enhancement with respect to any Investor
Beneficiary;
(v) all rights vested by the Relevant Documents or by law in favour of
the Receivables Trustee by virtue of an Incorrect Withdrawal in
respect of monies representing Trust Property (as set out in (iii)
above);
(vi) all representations, covenants, indemnities and other contractual
provisions in favour of the Receivables Trustee (other than any
such made or granted solely for its own benefit) made or granted
in or pursuant to any of the Relevant Documents and all rights to
make demands, bring proceeding or take any other action in respect
thereof;
(vii) all other property other than any amounts standing to the credit
of the bank account in Jersey referred to in clause 7.13(b)(ii) of
the Declaration of Trust and Trust Cash Management Agreement which
may from time to time be held by or on behalf of Gracechurch
Receivables Trustee Limited in its capacity as Receivables
Trustee; and
(viii) all rights vested by law in the Receivables Trustee by virtue of
its holding the Trust Property (as set in (i) to (vii) inclusive
above);
"TRUST SECTION 75 INDEMNITY" shall mean the agreement of even date herewith
between the Transferor and the Receivables Trustee in respect of the Transferor
Section 75 Liability and any subsequent agreement between an Additional
Transferor and the Receivables Trustee in respect of the Additional Transferor
Section 75 Liability;
"TRUSTEE ACQUISITION ACCOUNT" shall mean the account described in Clause 5.1(b)
of the Declaration of Trust and Trust Cash Management Agreement;
"TRUSTEE COLLECTION ACCOUNT" shall mean the account described in Clause 16 of
the RSA;
"TRUSTEE PAYMENT AMOUNT" shall mean those amounts required to pay the costs and
expenses of the Receivables Trustee payable in accordance with the provisions of
Clause 7.15 of the Declaration of Trust and Trust Cash Management Agreement;
"UNAVAILABLE INVESTOR PRINCIPAL COLLECTIONS" shall have the meaning specified in
Clause 5.2(f)(i)(A) of the Declaration of Trust and Trust Cash Management
Agreement;
"UNDIVIDED INTEREST" shall mean the proportional beneficial entitlement of a
Beneficiary in the Receivables Trust which may be evidenced by a Trust
Certificate;
"VAT" shall mean, and be construed as, a reference to value added tax as imposed
by the Value Added Tax Act 1994 and related legislation including any similar
tax which may be imposed in place thereof from time to time;
"ZERO BALANCE ACCOUNT" shall mean, for any date of determination, a Designated
Account specified by the Servicer or any Co-Servicer as an Account which has had
a nil balance of Receivables generated thereon or outstanding thereunder for
such period of time that the Servicer or Co-Servicer has identified such Account
as a Zero Balance Account pursuant to the Card Guidelines or the Servicer's or
any Co-Servicer's customary and usual servicing procedures.
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IN WITNESS WHEREOF the undersigned have executed this Master Definitions
Schedule on 23 November 1999, as amended and restated on 7 July 2000 and further
amended and restated on 24 October 2002.
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RECEIVABLES TRUSTEE
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
By:
TRANSFEROR, INITIAL TRANSFEROR BENEFICIARY, INITIAL EXCESS INTEREST BENEFICIARY,
SERVICER AND TRUST CASH MANAGER
BARCLAYS BANK PLC
By:
SERIES 02-1 INVESTOR BENEFICIARY
BARCLAYCARD FUNDING PLC
By:
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