EXHIBIT 10.2
CLIFFORD
CHANCE
[O] 2008
BARCLAYS BANK PLC
as Transferor
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
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AGREEMENT BETWEEN PARTIES TO THE RECEIVABLES
SECURITISATION AGREEMENT IN RELATION TO THE
INDEMNITY AGREEMENT
DATED [O] 2008
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THIS DEED is made on [o] 2008
BETWEEN:
(1) BARCLAYS BANK PLC, an institution authorised under the Banking Act 1987,
acting through its business unit "Barclaycard", having its principal
place of business at 1234 Pavilion Drive, Northampton NN4 7SG (the
"TRANSFEROR"); and
(2) GRACECHURCH RECEIVABLES TRUSTEE LIMITED, a company incorporated in
Jersey having its registered office at 26 New Street, St. Helier, Jersey
JE2 3RA, Channel Islands in its capacity as receivables trustee (the
"RECEIVABLES TRUSTEE").
INTRODUCTION
(A) The parties hereto entered into a receivables securitisation agreement
dated 23 November 1999 and as amended and restated on 7 July 2000 (the
"RECEIVABLES SECURITISATION AGREEMENT").
(B) The Transferor has informed the Receivables Trustee that it intends to
enter into an indemnity agreement, dated on or about the date hereof,
between itself as the indemnity provider and Gracechurch Card Programme
Funding Limited (the "ISSUER" and such agreement the "INDEMNITY
AGREEMENT"), under which it will agree to indemnify the Issuer for
certain expenses of issuance so as to enable the Issuer to raise funds
which will ultimately be applied in funding the Receivables Trust.
(C) The parties hereto intend that, in order to ensure that the Receivables
Trustee shall be adequately funded to make payments of Purchase Price
pursuant to the Receivables Securitisation Agreement, the obligations of
the Receivables Trustee to purchase any Receivables and to make any such
payments of Purchase Price pursuant to the Receivables Securitisation
Agreement shall hereafter in each case be conditional on the Transferor
having entered into the Indemnity Agreement and having continued to be
party thereto.
THIS DEED WITNESSES AS FOLLOWS:
1. DEFINITIONS
Save where the contrary is indicated or the context otherwise requires,
words and phrases as defined in or incorporated by reference into the
Receivables Securitisation Agreement shall have the same meanings
herein.
2. ACCEPTANCE OF OFFERS CONDITIONAL UPON ENTRY INTO INDEMNITY AGREEMENT
The parties hereby agree that notwithstanding the terms of the
Receivables Securitisation Agreement, the Receivables Trustee shall not
be obliged at any time (the "RELEVANT TIME") either:
(i) to make any payment of Purchase Price pursuant to the
Receivables Securitisation Agreement (other than any such
payment which became due and payable prior to the date hereof);
or
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(ii) to accept any assignment of Receivables pursuant to the
Receivables Securitisation Agreement (and accordingly no such
assignment shall take place, including any assignment of
Receivables arising after the date hereof on Designated
Accounts);
unless at the Relevant Time the Transferor and the Receivables Trustee:
(a) shall have entered unconditionally into the Indemnity Agreement;
and
(b) shall have continued to be party thereto (without material
amendment) up to and including the Relevant Time.
3. COUNTERPARTS
This Deed may be executed in any number of counterparts each of which
when executed and delivered shall be an original, but all the
counterparts together shall constitute one and the same instrument.
4. GOVERNING LAW
This Deed shall be governed by and construed in accordance with English
law.
5. 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 Deed (respectively, "PROCEEDINGS" and
"DISPUTES") and, for such purposes, irrevocably submits to the
jurisdiction of such courts.
5.1 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.
5.2 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.
6. CONTRACT (RIGHTS OF THIRD PARTIES) ACT
A person who is not a party to this Deed (other than Gracechurch Card
Programme Funding Limited and Gracechurch Receivables Trustee Limited)
has no right under the Contract (Rights of Third Parties) Act 1999 to
enforce any term of this Deed but this does not affect any right or
remedy of a third party which exists or is available apart from that
Act.
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IN WITNESS HEREOF the parties hereto have executed and delivered this Deed on
the date written at the start of the Deed.
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EXECUTION PAGE
TRANSFEROR BENEFICIARY
EXECUTED and DELIVERED as a Deed on behalf of )
BARCLAYS BANK PLC )
by its duly authorised attorney )
in the presence of: )
RECEIVABLES TRUSTEE
EXECUTED and DELIVERED as a Deed on behalf of )
GRACECHURCH RECEIVABLES TRUSTEE )
LIMITED )
pursuant to a resolution of the Board )
ADDRESS FOR SERVICE
Clifford Chance Secretaries
Limited
10 Upper Bank Street
London E14 5JJ
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