Exhibit 4.23
C L I F F O R D LIMITED LIABILITY PARTNERSHIP
C H A N C E
CONFORMED COPY
Dated 27 February 2003
BARCLAYCARD FUNDING PLC
THE BANK OF NEW YORK, LONDON BRANCH
And
BARCLAYS BANK PLC
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AMENDED AND RESTATED
MTN MASTER DEFINITIONS SCHEDULE
IN RESPECT OF THE
BARCLAYCARD ASSET BACKED MEDIUM
TERM NOTE AND NOTE CERTIFICATE PROGRAMME
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MTN MASTER DEFINITIONS SCHEDULE
1. DEFINITIONS
In any agreement, instrument or deed expressly and specifically
incorporating by reference this amended and restated MTN Master
Definitions Schedule the following expressions shall, except where the
context otherwise requires and save where otherwise defined therein, have
the following meaning:
"ACCESSION AGREEMENT" means an agreement made between all of the parties
to the Transaction Documents and an Additional MTN Issuer whereby such
Additional MTN Issuer accedes to and agrees to be bound by the terms of
each of the Transaction Documents;
"ADDITIONAL AVAILABLE FUNDS" means amounts credited to the Additional
Funds Ledger in respect of the Series 02-1 MTN Certificate;
"ADDITIONAL MTN ISSUER" means a company or companies nominated by the
Dealer and whom the Trustee has approved in writing and which has or have
entered into an Accession Agreement or Accession Agreements;
"AGENCY AGREEMENT" means the agreement dated 23 November 1999 as amended
and restated on 24 October 2002 appointing, inter alia, the Issue Agent,
the Principal Paying Agent and the Agent Bank in relation to the Notes
and any other agreement for the time being in force appointing any
further or other Principal Paying Agent, Paying Agents or Agent Banks in
relation to the Notes, or in connection with their duties, the terms of
which have been previously approved in writing by the Trustee, together
with any other agreement for the time being in force amending or
modifying, with the prior written approval of the Trustee, any of the
aforesaid agreements;
"AGENT" means the Issue Agent, the Principal Paying Agent, any Paying
Agent and the Agent Bank each in respect of any Series;
"AGENT BANK" means The Bank of New York, acting through its London branch
or any successor or substitute agent bank appointed pursuant to the
Agency Agreement, notice of whose appointment has been given pursuant
Condition 13 in accordance with the terms of the relevant Notes;
"AGREEMENT BETWEEN BENEFICIARIES" means the agreement between Barclays
Bank PLC, the Receivables Trustee and the MTN Issuer dated 24 October
2002;
"AGREEMENT DATE" means, in respect of any issue of Notes under the
Programme, the date of agreement between the MTN Issuer and the Dealer
for the issue and purchase of such Notes pursuant to Clause 2 of the
Programme Dealer Agreement;
"APPLICABLE SUPPLEMENT" means, in relation to the Notes of any Series the
Pricing Supplement relating to such notes or, if such notes are to be
admitted to the Official List of the UK Listing Authority and to trading
on London Stock Exchange, the Supplementary Listing Particulars relating
to such Notes;
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"ARRANGER" means Barclays Bank PLC acting through its business unit
"Barclays Capital" and any company appointed to the position of arranger
for the Programme or in respect of any particular issue of Notes or Note
Certificates under the Programme;
"ASSIGNED EXCESS SPREAD" means the amounts payable by Barclays Bank PLC
to the MTN Issuer pursuant to the Agreement between Beneficiaries;
"ASSOCIATED DEBT" has the meaning, in relation to any Series, given to it
in the Applicable Supplement;
"AUTHORISED ADVISER" means Barclays Bank PLC acting through its business
unit "Barclays Capital" or, in relation to Notes which are, or are to be,
listed on a Stock Exchange other than the London Stock Exchange, such
authorised adviser or listing agent as the MTN Issuer may from time to
time appoint for the purposes of liasing with such Stock Exchange;
"AUTHORISED DENOMINATION" means the denomination(s) specified in the
relevant Applicable Supplement;
"BUSINESS DAY" means a day other than a Saturday or a Sunday or a day on
which banking institutions in London or New York are authorised or
obliged by law to be closed;
"BENEFICIARIES" has the meaning given to it in the Series 02-1
Supplement;
"CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme,
Luxembourg;
"COMPANIES ACT 1985" means the Companies Act 1985 of the United Kingdom;
"CONDITIONS" means, in relation to any Series of Notes, the terms and
conditions endorsed on, or incorporated by reference in, the Notes
constituting such Series, such terms and conditions being either in the
form or substantially in the form set out in the Fourth Schedule to the
Security Trust Deed or in such other form, having regard to the terms of
the issue of the relevant Series, as may be agreed between the MTN Issuer
and the Dealer and previously approved in writing by the Trustee and
specified in the relevant Applicable Supplement and any reference to a
numbered "Condition" is to a corresponding numbered provision thereof;
"COUPON" or "COUPONS" means the bearer interest coupons relating to the
Notes (other than Notes which bear no interest) in definitive form
substantially in the form set out in the Third Schedule to the Security
Trust Deed or, as the context may require, a specific number thereof;
"COUPONHOLDERS" means the several persons who are for the time being
holders of Coupons of each Series;
"DEALER" means, for each Series, Barclays Bank PLC acting through its
business unit "Barclays Capital" and any other entity which the MTN
Issuer may appoint as a Dealer pursuant to Clause 10.2 of the Programme
Dealer Agreement and a Dealer Accession Letter and notice of whose
appointment is given to the Trustee by the MTN Issuer but
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excluding any entity whose appointment has been terminated pursuant to
Clause 10.1 of the Programme Dealer Agreement and notice of whose
termination has been given to the Principal Paying Agent and the Trustee
by the MTN Issuer and (references to a "RELEVANT" Dealer or Dealers shall
be in relation to any Note or Note Certificate, references to the Dealer
or Dealers with whom the MTN Issuer has agreed the issue and purchase of
the relevant Note);
"DEALER ACCESSION LETTER" means:
(a) in respect of the appointment of a third party as a Dealer for the
duration of the Programme, the Dealer Accession Letter
substantially in the form set out in Part I of Appendix C to the
Programme Dealer Agreement; and
(b) in respect of the appointment of a third party as a Dealer for one
or more particular issue(s) of Notes under the Programme, the
Dealer Accession Letter substantially in the form set out in Part
II of Appendix C to the Programme Dealer Agreement;
"DEFERRED SUBSCRIPTION PRICE AMOUNT" means on any Distribution Date an
amount paid by the Series 02-1 Associated Issuer equal to the Further
Interest received on the Series 02-1 MTN Certificate on such Distribution
Date and not utilised by the Series 02-1 Associated Issuer;
"DEFINITIVE NOTE" means a Note in definitive form in substantially the
form set out in the Third Schedule to the Security Trust Deed or in such
other form as may be set out in the relevant MTN Supplement;
"DELIVERY" means, in respect of any securities, delivery of such
securities, free and clear of all encumbrances, claims, equities and
transfer restrictions and in suitable form for delivery and transfer in
accordance with the relevant provisions of the Transaction Documents and
"DELIVER" and "DELIVERED" shall be construed accordingly;
"DISTRIBUTION DATE" shall mean 15 December 2002 or, if 15 December 2002
is not a Business Day, the next succeeding Business Day and the fifteenth
day of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day;
"ENCUMBRANCE" means any mortgage, pledge, lien, hypothecation, security
interest or other arrangement having similar effect;
"ENFORCEMENT NOTICE" has the meaning given to it in Condition 9;
"EURO" means the lawful currency of the Member States of the European
Union participating in Economic and Monetary Union;
"EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System;
"EVENT OF DEFAULT" means, in relation to any Series, any of the events
provided in the Conditions to be Events of Default (being events upon the
happening of which such Series would, subject only to notice by the
Trustee as therein provided, become immediately due and repayable);
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"EXCESS ENTITLEMENT CONSIDERATION" means an amount equal to the Deferred
Subscription Price Amount payable by the MTN Issuer to Barclays Bank PLC;
"EXCHANGE ACT" means the United States Securities Exchange Act of 1934;
"EXCHANGE RATE" means the spot rate for the sale of one currency against
the purchase of any other relevant currency in the London foreign
exchange market as quoted by any leading bank selected by the Principal
Paying Agent on the Agreement Date or on the preceding day on which
commercial banks and foreign exchange markets are open for business in
London;
"EXTRAORDINARY RESOLUTION" has the meaning set out in paragraph 21 of the
Fifth Schedule to the Security Trust Deed;
"FIXED RATE NOTE" means a Note in respect of which payments of interest
are calculated by reference to a fixed rate;
"FLOATING RATE NOTE" means a Note in respect of which payments of
interest are calculated by reference to a variable rate;
"FSMA" means the Financial Services and Markets Act 2000;
"FURTHER INTEREST" means the amount to be paid by the MTN Issuer to the
Series 02-1 Associated Issuer which is equal to the amount received by
the MTN Issuer under the Agreement Between Beneficiaries;
"GLOBAL NOTE" means a Temporary Global Note or a Permanent Global Note;
"GLOBAL NOTE CERTIFICATE" means a global certificate representing any
Series of Notes;
"GUARANTOR" means, in relation to any Series of Notes, any guarantor of
any Related Agreement which is a party to the relevant MTN Supplement;
"HOLDER" means the person who is for the time being the holder of any
Note, Coupon or Talon (if any) in respect of each Series as set out in
Clause 18 of the Security Trust Deed and MTN Cash Management Agreement;
"INDEPENDENT" means, when used with respect to any specified person, that
the person (1) is in fact independent of the MTN Issuer and any other
obligor upon the Notes and any other person with an ownership interest in
the receivables trust and of any affiliate of any of the foregoing
persons, (2) does not have any direct financial interest or any material
indirect financial interest in the MTN Issuer or in any such other
obligor or any such other person with such an ownership interest in the
receivables trust or in any affiliate of any of the foregoing persons,
and (3) is not connected with the MTN Issuer or any such other obligor or
any affiliate of the MTN Issuer or any such other person with such an
ownership interest in the receivables trust as an officer, employee,
promoter, underwriter, trustee, partner, director, or person performing
similar functions;
"INDEMNIFIED PERSON" means the Dealer for each Series of Notes or Note
Certificates, each of its directors, officers, employees and agents and
each person who controls the Dealer for each Series of Notes;
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"INITIAL DOCUMENTATION LIST" means the list of documents set out in
Appendix A to the Programme Dealer Agreement;
"INTEREST COMMENCEMENT DATE" has the meaning ascribed thereto in
Condition 5;
"INVESTMENT COMPANY ACT" means the United States Investment Company Act
of 1940;
"ISSUE AGENT" means The Bank of New York, acting through its London
branch or any successor or substitute issue agent appointed pursuant to
the Agency Agreement;
"ISSUE DATE" means, in respect of any Note, the date of the issue and
purchase of such Note pursuant to Clause 2 of the Programme Dealer
Agreement or any other relevant agreement between the MTN Issuer and the
Dealer and means, in the case of any Note in the form of a Permanent
Global Note or Definitive Note, the same date as the date of issue of the
Temporary Global Note which initially represented such Note;
"ISSUE DEALER" means a Dealer appointed for the purposes of a single
issue of Notes pursuant to a letter in substantially the form set out in
Part II of Appendix C to the Programme Dealer Agreement;
"ISSUE PRICE" means the issue price of any Notes as specified in the
Applicable Supplement;
"LIABILITY" means any loss, damage, cost, charge, claim, demand, expense,
judgment, 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;
"LISTING PARTICULARS" means any listing particulars with regard to the
issue of Notes (other than Unlisted Notes) issued in compliance with the
Listing Rules (including any Supplementary Listing Particulars published
in accordance with the provisions (of the Programme Dealer Agreement or
otherwise);
"LISTING RULES" means:
(a) in the case of Notes which are, or are to be, listed on the London
Stock Exchange, the listing rules made under Section 74 of the
FSMA; and
(b) in the case of Notes which are, or are to be, listed on a Stock
Exchange other than the London Stock Exchange, the listing rules
and regulations for the time being in force for Stock Exchange;
"LOCAL TIME" in relation to any payment means the time in the city or
town in which the relevant bank or the relevant branch or office thereof
is located, and any reference to "LOCAL BANKING DAYS" in relation thereto
is to days (other than Saturdays and Sundays) on which commercial banks
are open for business (including dealings in foreign exchange and foreign
currency deposits) in such city or town;
"LONDON BUSINESS DAY" means a day (other than Saturdays and Sundays) on
which commercial banks and foreign exchange markets settle payments in
London;
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"LONDON STOCK EXCHANGE" means the London Stock Exchange plc;
"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;
"MTN CASH MANAGER" means Barclays Bank PLC;
"MTN ISSUER" means:
(a) Barclaycard Funding PLC, a public limited company incorporated in
England and Wales, with company number 2530163, having its
registered office at 54 Lombard Street, London EC3P 3AH; and
(b) any other issuer appointed in relation to the Programme whose
appointment has previously been approved in writing by the
Trustee,
provided that any company which has ceased to be an MTN Issuer shall be
excluded from this definition of "MTN ISSUER";
"MTN ISSUER COSTS AMOUNT" means all third party costs, fees, taxes and
expenses payable in relation to Series 02-1 by the MTN Issuer for the
relevant Monthly Period;
"MTN ISSUER LIMIT" means the amount specified in each Prospectus Addendum
relating to the MTN Issuer or, in each case, its equivalent in other
currencies (calculated by the Principal Paying Agent on the basis of the
Exchange Rate) or such greater amount as may be provided in accordance
with the Programme Dealer Agreement. For the purpose of calculating such
limit for each MTN Issuer, the principal amount of each Note or Notes
issued at a discount or a premium shall be the net proceeds received by
the relevant MTN Issuer for the particular Series;
"MTN ISSUER ORDER" means a written order of request signed in the name of
the MTN Issuer by any one of its Authorized Officers and delivered to the
Trustee.
"MTN MASTER DEFINITIONS SCHEDULE" means this MTN Master Definitions
Schedule dated 23 November 1999 as amended and restated on 24 October
2002 (as the same may be amended, varied or supplemented from time to
time), and signed for the purpose of identification by the MTN Issuer,
the Trustee and Principal Paying Agent.
"MTN SUPPLEMENT" means, in relation to any Series, a trust deed
supplemental to the Security Trust Deed constituting such Series and
identifying the Underlying Assets relating to such Series;
"NEW DEALER" means any entity appointed as an additional Dealer for the
duration of the Programme or for a particular Series of Notes pursuant to
Clause 10.2 of the Programme Dealer Agreement;
"NOTEHOLDERS" means the persons who are for the time being holders of
Notes of each Series as set out in Clause 18 of the Security Trust Deed
and MTN Cash Management Agreement and the word "NOTEHOLDERS" shall be
construed accordingly;
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"NOTES" means any notes or note certificate of the MTN Issuer issued
pursuant to the Programme and constituted by a MTN Supplement pursuant to
Clause 2 of the Security Trust Deed or the nominal amount thereof for the
time being outstanding or as the context may require a specific number
thereof and includes any replacements for notes or note certificates
issued pursuant to the terms thereof and, where applicable, any Temporary
Global Note, Permanent Global Note, Global Note Certificate or bond
issued in respect thereof;
"OFFICERS' CERTIFICATE" shall mean, with respect to any Person, a
certificate signed (i) by the Chairman of the Board, the Vice Chairman of
the Board, the President, any Vice President or the Treasurer of such
Person and (ii) by any other such officer or any Assistant Treasurer or
the Secretary or any Assistant Secretary of such Person. Each such
certificate shall include the statements provided for in Clause 9.1.15 of
the Security Trust Deed if and to the extent required by the provisions
hereof.
"OPINION OF COUNSEL" shall mean an opinion in writing signed by legal
counsel who shall be reasonably acceptable to the Trustee and who may be
an employee of or of counsel to the MTN Issuer or an affiliate of the MTN
Issuer. Each such opinion shall include the statements provided for in
Clause 9.1.15 of the Security Trust Deed if and to the extent required by
the provisions thereof. The acceptance by the Trustee of, and its actions
on, an Opinion of Counsel shall be sufficient evidence that such counsel
is acceptable to the Trustee.
"OUTSTANDING" means, in relation to any Series, all the Notes of that
Series issued other than:
(a) those Notes to the extent that they have been redeemed in part
pursuant to the Conditions;
(b) those Notes which have been redeemed in full or purchased and
cancelled pursuant to the Conditions;
(c) those Notes in respect of which the date for redemption in full in
accordance with their terms has occurred and the redemption moneys
whereafter (including premium (if any) and all interest payable
thereon) have been duly paid to the Trustee or to the Principal
Paying Agent in the manner provided in the Agency Agreement (and
where appropriate notice to that effect has been given to the
relative Holders in accordance with the terms of such Notes) and
remain available for payment against presentation of the relevant
Notes and/or Coupons;
(d) those Notes which have been forfeited or have become void under
their terms or claims in respect of which have become prescribed
under the Conditions;
(e) those mutilated or defaced Notes which have been surrendered and
cancelled and in respect of which replacements have been issued
pursuant to their terms;
(f) (for the purpose only of ascertaining the principal amount of the
Notes outstanding and without prejudice to the status for any
other purpose of the relevant Notes) those Notes which are alleged
to have been lost, stolen or
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destroyed and in respect of which replacements have been issued
pursuant to their terms;
(g) any Temporary Global Note to the extent that it has been exchanged
for Definitive Notes or a Permanent Global Note; and
(h) any Permanent Global Note to the extent that it has been exchanged
for Definitive Notes,
provided that for the purposes of the Fifth Schedule to the Security
Trust Deed, those Notes which are held by, or on behalf of, any MTN
Issuer and not cancelled shall (unless and until ceasing to be so held)
be deemed not to remain outstanding;
"PAYING AGENTS" means The Bank of New York, acting through its London
branch and where the context permits, The Bank of New York, acting
through its London branch acting as Principal Paying Agent or any
successor or substitute to each institution in its capacity as such
notice of whose appointment or, as the case may be, nomination has been
given to the relevant Holders of such Series pursuant to Condition 13 in
accordance with the terms of the relevant Notes;
"PERMANENT GLOBAL NOTE" means a permanent global note or permanent global
note certificate in bearer form substantially in the form set out in the
Second Schedule to the Security Trust Deed or in such other form as may
be agreed between the MTN Issuer, the Principal Paying Agent, the Trustee
and the Dealer issued or to be issued by the MTN Issuer pursuant to the
Programme Dealer Agreement or pursuant to another agreement between the
MTN Issuer and the Dealer in exchange for the whole or part of a
Temporary Global Note issued in respect of the Notes of the same Series;
"PERMITTED INVESTMENTS" shall mean any one or more of the following:
(a) demand or time deposits, certificates of deposit and other
short-term unsecured debt obligations 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+, P-1 and F1+ or (if different) the then
highest rating conferred in respect of such obligations by
Standard and Poor's, Moody's and Fitch Ratings (respectively); or
(b) short-term unsecured debt obligations (including commercial paper)
issued by a 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+, P-1 and F1+,
or (if different) the then highest rating conferred in respect of
such obligations by Standard and Poor's, Moody's and Fitch Ratings
(respectively);
"PRICING SUPPLEMENT" means, in respect of a Series of Notes, (other than
Notes in respect of which Supplementary Listing Particulars have been
prepared) a supplement to the Prospectus and giving details of the
Series;
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"PRINCIPAL AMOUNT" means in relation to a Note or a Series, the amount of
the original face value thereof less any repayments of principal as made
to the Holder(s) thereof in respect of such Note or Series;
"PRINCIPAL PAYING AGENT" means The Bank of New York acting through its
London branch or any successor or substitute principal paying agent in
relation to the Agency Agreement pursuant to the provisions thereof,
notice of whose appointment or, as the case may be, nomination has been
given to the Holders pursuant to Condition 13 in accordance with the
terms of the Notes or such other principal paying agent as may be
appointed by the MTN Issuer pursuant to a notice of appointment to act in
relation to a Series of Notes from time to time;
"PRIORITY SECURED CREDITOR" means, in relation to each Series, the
Secured Creditor and/or Secured Creditors (and, in the case of
Noteholders, all Noteholders of a particular Series who are deemed to be
a single Secured Creditor) ranking directly behind the Trustee in respect
of fees, costs, charges, expenses and Liabilities, in the priority of
payments applicable to such Series set out in the relevant MTN Supplement
provided that if no sums are at the applicable time owing to such Secured
Creditor in respect of such Series it shall mean the next ranking Secured
Creditor as set out in such in such MTN Supplement;
"PROGRAMME" means the Barclaycard Asset Backed Medium Term Note and Note
Certificate Programme established by and constituted in the manner
contemplated in the Security Trust Deed;
"PROGRAMME DEALER AGREEMENT" means the programme dealer agreement dated
23 November 1999 as amended and restated on 24 October 2002 between the
MTN Issuer and the Dealer, together with any other agreement for the time
being in force amending or modifying the aforesaid agreement with the
prior written approval of the Trustee;
"PROSPECTUS" means the Prospectus relating to the Notes prepared in
connection with the Programme (if the Programme is listed on a Stock
Exchange) including the Prospectus Addendum as revised, supplemented,
amended or updated from time to time by the MTN Issuer including, in
relation to each Series of Notes, the Applicable Supplement, any Listing
Particulars or Pricing Supplement relating to such Series and such other
documents as are from time to time incorporated therein by reference;
"PROSPECTUS ADDENDUM" means the addendum to the Prospectus, relating to
the MTN Issuer as the same may be updated and replaced from time to time;
"RATING AGENCIES" means Moody's Investors Service Inc., Standard and
Poor's Ratings Group, Fitch Ratings Limited or such other rating agency
as may be appointed in relation to any Associated Debt and "RATING
AGENCY" shall mean either one of the above;
"RECEIVABLES TRUST" means the trust established pursuant to the
declaration of trust and trust cash management agreement dated 23
November 1999;
"RECEIVABLES TRUSTEE" means Gracechurch Receivables Trustee Limited;
"RECEIVER" shall have the meaning given to it in Clause 7.1.4 of the
Security Trust Deed;
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"REGULATION S" means Regulation S under the Securities Act;
"RELATED AGREEMENTS" means, in relation to a Series of Notes, any hedging
arrangements or any letters of credit, guarantees or other credit support
or credit enhancement relating to such Series and "RELATED AGREEMENT"
shall mean any one such document;
"RELEVANT DATE" has the meaning, in relation to any Series, given to it
in the terms and conditions of such Series of Notes;
"REPAYING", "REDEEM" and "PAY" shall each include both the others;
"REPLACEMENT AGENT" has in respect of each Series the meaning ascribed
thereto in Clause 5.1 of the Agency Agreement;
"REQUEST" means:
(a) in the case of a Secured Creditor who is not the Noteholders, a
written request; and
(b) in the case of the Noteholders, a request in writing by such
Noteholders of at least one fifth in aggregate Principal Amount of
the Notes of such Series then outstanding or an Extraordinary
Resolution of the Noteholders of such Series,
and "REQUESTED" shall be construed accordingly;
"RIGHTS" means rights, authorities, discretions, remedies, liberties and
powers (in each case, of any nature whatsoever);
"SEC" means the United States Securities and Exchange Commission;
"SECURED CREDITORS" means the persons defined as such in each MTN
Supplement and "SECURED CREDITOR" shall be construed accordingly;
"SECURED OBLIGATIONS" means in relation to any Series of Notes all
moneys, debts and liabilities which are now or have been or at any time
hereafter may be or become due, owing or incurred, actually or
contingently, by the relevant MTN Issuer to the relevant Secured
Creditors;
"SECURED PROPERTY" has, in relation to each Series, the meaning given to
it in the MTN Supplement relating to such Series;
"SECURITIES ACT" means the United States Securities Act of 1933;
"SECURITY" means any of the Encumbrances created or intended to be
created, or which may at any time be intended to be created, in favour of
the Trustee, by or pursuant to any MTN Supplement or any Supplementary
Security Document;
"SECURITY DOCUMENTS" means, in relation to any Series, the MTN Supplement
and any Supplementary Security Document;
"SECURITY TRUST DEED" means the security trust deed and MTN Issuer cash
management deed dated 23 November 1999 between the MTN Issuer and the
Trustee pursuant to
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which each Series of Notes will, on issue, be constituted and which sets
out the terms and conditions upon and subject to which the Trustee has
agreed to act as trustee and any trust deed or other document executed in
accordance with the provisions thereof and expressed to be supplemental
thereto;
"SERIES" means each issue of Notes the terms of which are (save for the
Issue Date, Interest Commencement Date, the Issue Price (and such
subordination provisions (where relevant)) otherwise identical (including
whether or not the Notes are listed) and which form a single series and
unless for any purpose the Trustee in its discretion otherwise
determines, all the provisions of the Security Trust Deed shall apply
separately to the Notes of each Series and the expressions "NOTES OF THE
RELEVANT SERIES", "SERIES OF NOTES", and "NOTEHOLDERS OF THE RELEVANT
SERIES" and related expressions shall be construed accordingly;
"SERIES 02-1" means such series of the receivables trust created pursuant
to the Series 02-1 Supplement to the Trust and Cash Management Agreement
dated 24 October 2002;
"SERIES 02-1 ASSOCIATED DEBT PROSPECTUS" means prospectus dated 18
October 2002 in respect of the $900,000,000 Class A Asset Backed Floating
Rate Note due 2007; the $50,000,000 Class B Asset Backed Floating Rate
Note due 2007; $50,000,000 Class C Asset Backed Floating Rate Note due
2007 constituted by the Trust Deed dated 24 October 2002 between the
Series 02-1 Associated MTN Issuer and The Bank of New York;
"SERIES 02-1 ASSOCIATED ISSUER" means Gracechurch Card Funding (No.2)
PLC;
"SERIES 02-1 MTN CERTIFICATE" means the medium term note certificate
issued on 24 October 2002 in respect of Series 02-1.
"SERIES 02-1 ENFORCEMENT EVENT" means an event specified in Condition 9
of the Notes;
"SERIES DOCUMENTS" or "TRADE DOCUMENTS" means in relation to a Series of
Notes, the Applicable Supplement, the relevant MTN Supplement, the
relevant Related Agreement, the Notes of such Series, any Supplementary
Security Document, the relevant Accession Agreement, if any, entered into
in respect of such Series and the final form of any other documents
entered into by a party or produced in connection with such Series;
"SPECIFIED CURRENCY" means the currency in which any Note is denominated;
"SPECIFIED CURRENCY BANKING DAY" means a day (other than a Saturday or a
Sunday) on which commercial banks are open for business (including
dealing in foreign exchange and foreign currency deposits) in (a) the
principal financial centre of the Specified Currency if the Specified
Currency is not euro, or (b) London if the specified currency is euro;
the "SPECIFIED OFFICE" of the Issue Agent, any Paying Agent or the Agent
means the office specified against its name on the signature page of the
Agency Agreement or, in the case of any Agent not originally party
thereto, specified in its terms of appointment or such other office in
the same city or town as such Agent may specify by notice to the MTN
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Issuer and the other parties to the Agency Agreement in accordance with
Clause 13.8 of the Agency Agreement;
"STERLING" or "(POUND)" means the legal currency for the time being of
the United Kingdom;
"STOCK EXCHANGE" means the London Stock Exchange, or any other or further
stock exchange(s) on which any Notes may from time to time be listed, and
references in this Agreement to the "relevant Stock Exchange(s)" shall,
in relation to any Notes, be references to the Stock Exchange(s) on which
such Notes are from time to time, or are intended to be, listed;
"SUCCESSOR" means, in relation to a party which is party to the
Transaction Documents or Series Documents, an assignee or successor in
title of such party or any person, who, under the laws of its
jurisdiction of incorporation or domicile, has assumed the rights and
obligations of such party hereunder or to which under such laws the same
has been transferred;
"SUPPLEMENTARY LISTING PARTICULARS" means a supplement to the Listing
Particulars which will be prepared in respect of each Series of Notes to
be admitted to the Official List of the UK Listing Authority and to
trading on the London Stock Exchange in such form as may be agreed
between the MTN Issuer and the Trustee and approved by the UK Listing
Authority if the MTN Issuer is obliged to prepare supplementary listing
particulars pursuant to Section 81 of the FSMA;
"SUPPLEMENTARY SECURITY DOCUMENT" means, in relation to any Series of
Notes, any further security document required by the Trustee
supplementing the security constituted by the relevant MTN Supplement
which creates Encumbrances over any Underlying Assets;
"TALON" shall have the meaning provided in the Conditions and shall be
substantially in the form set out in the Third Schedule to the Security
Trust Deed or in such other form as may be agreed between the MTN Issuer
and the Trustee;
"TALONHOLDERS" means the several persons who are for the time being
holders of Talons of each Series;
"TARGET SYSTEM" means the Trans-European Automated Real-Time Gross
Settlement Express Transfer system;
"TEMPORARY GLOBAL NOTE" means a temporary global note or temporary global
note certificate in bearer form substantially in the form set out in the
First Schedule to the Security Trust Deed or in such other form as may be
agreed between the MTN Issuer, the Trustee, the Principal Paying Agent
and the Dealer initially comprising Notes issued or to be issued by the
MTN Issuer pursuant to the Security Trust Deed or pursuant to another
agreement between the MTN Issuer and the Dealer;
"THESE PRESENTS" means, where used in the Security Trust Deed and the
Schedules thereto, all MTN Supplements, the schedules (if any) thereto,
all other documents creating security over Underlying Assets, the Notes
and the Coupons, all as from time to time modified in accordance with the
provisions herein or therein contained;
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"TIA" means the United States Trust Indenture Act of 1939, as amended;
"TRANSACTION DOCUMENTS" means the Security Trust Deed, the Programme
Dealer Agreement and the Agency Agreement;
"TRUST CORPORATION" means a corporation entitled by rules made under the
Public Trustee Act 1906 or entitled pursuant to any other comparable
legislation applicable to a trustee in any other jurisdiction to carry
out the functions of custodian trustee;
"TRUSTEE" means The Bank of New York, acting through its London branch or
its successor or such other Trustee as may be appointed by the MTN Issuer
to act in relation to a Series of Notes, from time to time;
"TRUSTEE BANK ACCOUNTS" means the Trustee Collection Account, the Trustee
Acquisition Account, the Principal Funding Account, the Spread Account
and the Reserve Account set up pursuant to the Trust Accounts Bank
Agreement dated 23 November 1999;
"TRUST MASTER DEFINITIONS SCHEDULE" means the Master Definitions Schedule
dated 23 November 1999 as amended and restated on 24 October 2002;
"UK LISTING AUTHORITY" means the Financial Services Authority in its
capacity as competent authority for the purposes of Part VI of the FSMA;
"UNDERLYING ASSETS" means, in relation to any Series, the assets
mortgaged, charged or pledged or intended to be mortgaged, charged or
pledged by the MTN Issuer in favour of the Trustee by or pursuant to the
MTN Supplement constituting such Series and, in general, all property for
the time being mortgaged, charged or pledged or intended to be mortgaged,
charged or pledged in favour of the Trustee by or pursuant to the MTN
Supplements including any Underlying Assets substituted pursuant to the
Conditions; and
"UNLISTED NOTES" means Notes which are not intended to be listed and are
so designated in the applicable Pricing Supplement.
2. STATUTORY PROVISIONS
Save where the context otherwise requires, references in any Transaction
Document or Series Documents to any statutory provision shall be deemed
also to refer to any statutory modification or re-enactment thereof or to
any statutory instrument, order or regulation made thereunder or under
any such re-enactment.
3. AMENDMENTS
References in any Transaction Document or Series Document to that or any
other Transaction Document or Series Document, other agreement, deed or
document shall be deemed also to refer to such Transaction Document or
Series Document, agreement, deed or document as amended, supplemented,
varied, replaced or novated (in whole or in part) from time to time and
to agreements, deeds and documents executed pursuant thereto.
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4. SCHEDULES
Any Schedule, Appendix or Exhibit annexed to a Transaction Document or
Series Document forms part of such Transaction Document or Series
Document and shall have the same force and effect as if set out in the
body of such Transaction Document or Series Document. Any reference to a
Transaction Document or Series Document shall include any such Schedule,
Appendix or Exhibit.
5. HEADINGS
Headings in any Transaction Document or Series Document are for ease of
reference only.
6. NUMBER
In any Transaction Document or Series Document, save where the context
otherwise requires, words importing the singular number include the
plural and vice versa.
7. CLEARING SYSTEMS
All references in any Transaction Document or Series Document to
Euroclear and/or Clearstream, Luxembourg shall, wherever the context so
permits, be deemed to include reference to any additional or alternative
clearing system approved by the MTN Issuer, the Trustee and the Principal
Paying Agent.
8. SUCCESSORS
Save where the context otherwise requires, references in any Transaction
Document to any party to the Transaction Document or Series Document
shall include references to its Successors and assigns, whether in
security or otherwise, whomsoever.
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This MTN Master Definitions Schedule is signed for the purposes of
identification by the following parties:
THE BANK OF NEW YORK, LONDON BRANCH )
) MIA DRENNAN
)
BARCLAYCARD FUNDING PLC )
) PETER HILLS
)
BARCLAYS BANK PLC )
) MARK WINTER
)
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