Exhibit 10.7
Dated: [ ] 2008
BEDELL TRUST COMPANY LIMITED
and
GRACECHURCH CARD PROGRAMME FUNDING LIMITED
and
BARCLAYS BANK PLC
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CORPORATE SERVICES AGREEMENT
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Bedell Cristin
26 New Street
St. Helier
Jersey
Channel Islands
SMH/ALC/087213/1087
2705949v2
THIS AGREEMENT is made on [ ] two thousand and eight.
BETWEEN:
(1) BEDELL TRUST COMPANY LIMITED a company incorporated in Jersey whose
registered office is situate at 26 New Street, St. Helier, Jersey,
Channel Islands (the "Service Provider"); and
(2) GRACECHURCH CARD PROGRAMME FUNDING LIMITED a company incorporated in
Jersey whose registered office is situate at 26 New Street, St. Helier,
Jersey, Channel Islands as aforesaid (the "Company"); and
(3) BARCLAYS BANK PLC a company incorporated in England whose registered
office is situate at [1 Churchill place, London E14 5HP] ("Barclays").
RECITALS:-
(A) The Company was incorporated in Jersey on 7 September 2007 for the
purpose of participating in a financing programme relating to certain
receivables originated or to be originated by Barclays, through its
business unit, Barclaycard.
(B) The Company requires corporate administration services to be provided
to it in Jersey and the Service Provider is willing to provide or
arrange the provision of such services as specified in the Schedule
hereto on the terms hereinafter set out.
NOW BY THIS AGREEMENT:
DEFINITIONS
1. (a) "Delegate" shall mean and include the Partnerships together with
any or all of the respective officers, employees, servants,
successors, assigns or duly appointed agents of each of the Service
Provider and the Partnerships.
(b) "Island" shall mean the Island of Jersey, Channel Islands.
(c) "MLO" shall mean the Money Laundering (Jersey) Order 1999 and any
other applicable regulations from time to time relating to
prevention of use of the financial system for the purpose of money
laundering and made pursuant to the Proceeds of Crime (Jersey) Law
1999.
(d) "the Partnerships" shall mean the partners for the time being of (i)
Bedell Cristin, Jersey Advocates and (ii) the Bedell Group
Partnership ("Bedell Group").
(e) "Services" shall mean the services to be provided by the Service
Provider pursuant to this Agreement as set out in the Schedule
hereto.
(f) "Transaction" shall mean the securitisation programme for the
purposes of which the Company was established.
(g) "Documents" shall have the meaning ascribed thereto in the Issuing
Entity Master Framework Agreement to be made between, inter alios,
Barclays and the Company, dated on or about [ ] 2008.
Unless otherwise defined herein, terms and expressions defined in
the Issuing Entity Master Framework Agreement shall bear the same
meaning when used in this Agreement.
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APPOINTMENT
2.1 The Company hereby appoints the Service Provider to provide or procure
the provision of the Services and the Service Provider agrees to
provide or procure the provision of the Services to the Company.
2.2 Barclays acknowledges and agrees to such appointment upon the terms of
this Agreement. Barclays shall not acquire any rights or incur any
liabilities hereunder except as expressly stated herein.
2.3 The obligations of the Service Provider under this Agreement are solely
the obligations of the Service Provider. No recourse shall be had in
respect of any obligation or claim arising out of or based upon this
Agreement or any relevant Transaction Document against any employee,
officer, director, nominee or Delegate of the Service Provider save
where the claim, demand, liability, cost or expense in connection
therewith arises from the fraud, bad faith, wilful misconduct or gross
negligence of such employee, officer, director, nominee or Delegate of
the Service Provider.
SCOPE OF AUTHORITY
3. The Service Provider agrees with the Company and Barclays that in
providing the Services it will comply with any proper instructions,
directions or orders communicated in writing or by facsimile which may
from time to time be given to the Service Provider by the Company or
any director of the Company PROVIDED ALWAYS THAT in cases approved in
advance by the Company the Service Provider may also act on oral
instructions given by any director of the Company.
DELEGATION
4. In the performance of the Services the Service Provider may engage at
its own expense any Delegate to carry out any or all of its duties
hereunder as it thinks fit without requiring any prior authorisation.
LIMITATION OF DUTIES
5.1 Notwithstanding the Services agreed to be provided by the Service
Provider hereunder, nothing in this Agreement shall require the Service
Provider or any Delegate to act in any manner which they consider or
any one of them considers may:-
(a) conflict with any of the provisions of the Company's Memorandum and
Articles of Association;
(b) conflict with any laws or regulations in force in the Island
or the terms of any permits consents licences or applicable
Codes of Practice issued thereunder by any competent authority
in the Island and binding on or having effect in relation to
the Company or the Service Provider; and/or
(c) expose the Service Provider or any Delegate to any risk of civil or
criminal liability or prosecution in any jurisdiction.
5.2 The Company agrees and acknowledges:
(a) that it will be responsible for compliance with MLO in the conduct
of its business where applicable; and
(b) that, for the purposes of MLO:
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(i) the Service Provider will retain any client
identification verification records provided to it by
the Company from time to time with the corporate
records of the Company;
(ii) the employee or agent of the Bedell Group for the time
being discharging the functions of the money
laundering reporting officer for the Service Provider
will be the person to whom any relevant report should
be made by any Delegate handling relevant financial
services business for the Company and the procedures
adopted in that connection shall be those from time to
time prescribed by the Bedell Group or Service
Provider; and
(iii) MLO employee training procedures in respect of
Delegates shall be those procedures adopted in that
connection from time to time by the Bedell Group or
Service Provider.
(c) that, during the continuance of this Agreement, the Company and/or
Barclays shall:
(i) provide the Service Provider with all such
information, documentation and records as the Service
Provider may reasonably require to enable it to
perform its duties hereunder;
(ii) keep the Service Provider fully informed as to any
change in the business, affairs, financial position
and prospects of the Company which is or is likely to
be material to the Service Provider; and
(iii) neither cause nor permit anything to be done which
will or may be calculated to impose any civil or
criminal liability or penalty on the Service Provider
or any Delegate unless such liability or penalty is
related to the fraud, bad faith, wilful misconduct or
gross negligence of the Service Provider or any
Delegate.
EXPERTISE
6. The Service Provider is not an expert in, nor does it hold itself or
the Partnerships out as being experts in or having any knowledge of,
the law of any jurisdiction other than the laws of the Island and each
of the Company and Barclays hereby acknowledges that the Company has
not received nor will it receive any advice from the Service Provider
or the Partnerships on any matter affecting the Company, other than in
respect of laws or regulations in force in the Island.
REMUNERATION
7. The Company hereby acknowledges and agrees that the Service Provider
(or either of the Partnerships on behalf of the Service Provider) will
charge the Company fees, and authorises the Service Provider (or either
of the Partnerships on its behalf) to obtain reimbursement from the
Company of all disbursements reasonably incurred in connection with the
provision of the Services, in each case as set out in a letter agreement
of even date herewith between the Service Provider, and the Company
and Barclays. The amount of such fees may be adjusted from time to time
in accordance with any revised scale of charges generally applicable to
the provision of services similar to the Services as the Service Provider
may from time to time notify to the Company and Barclays at least one
calendar month prior to such increased charges taking effect. For the
avoidance of doubt it is hereby agreed that the Service Provider shall
not be bound to make disbursement of expenses on behalf of the Company
and may require to be put in funds to meet any such expenses as it may
determine. Such fees shall be paid and expenses reimbursed by Barclays
within thirty days of receipt of the Service Provider's invoice unless
previously paid and reimbursed by the Company.
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NON-PAYMENT OF FEES
8. The Company acknowledges that if any fees and disbursements payable
hereunder shall remain outstanding for more than thirty days after
notification of the amount of such fees and disbursements has been sent
to the Company (or its agent responsible for processing payment
thereof) neither the Service Provider nor any Delegate shall be
required to perform any further Services for the Company including
without prejudice to the generality of the foregoing filing the annual
return of shareholders or filing the Jersey Exempt Company Tax Return
for the Company until all such fees and disbursements have been paid in
full.
NON-PETITION UNDERTAKING
9. The Service Provider hereby agrees that it shall not prior to the date
which is five years and one day after the discharge in full of all
obligations of the Company under the Documents take any corporate
action or other legal steps or legal proceedings for the bankruptcy,
winding up, dissolution, re-organisation, appointment of a receiver,
administrator, administrative receiver, liquidator, sequestrator or
similar officer of the Company or of any or all of the revenues and
assets of the Company nor participate in any proceedings nor seek to
enforce any judgment against the Company except in accordance with the
provisions of the Documents.
CONFIDENTIALITY
10. (1) If at any time during the term of this Agreement the
Service Provider or any Delegate may have or be deemed to have
information about any transaction or matter affecting the
Company neither the Service Provider nor any such Delegate
shall be under any duty to disclose any such information to
the Company if the Service Provider or such Delegate shall
have obtained such information in the course of acting for any
other clients or in any way other than in the provision of the
Services under this Agreement.
(2) The Service Provider shall keep confidential and shall procure
that its Delegates shall keep confidential all information
concerning the Company and all transactions or matters dealt
with by the Documents unless the Service Provider or any
Delegate is required to disclose the same under the Documents
or under the laws of the Island or pursuant to the order of
any Jersey court or other court or regulatory authority having
jurisdiction in any such transaction or matter; or (b) the
Service Provider requires to disclose the same to its
professional advisers who receive the same under a duty of
confidentiality, or (c) the relevant information is already in
the public domain otherwise than as a result of a breach of
this provision.
CONFLICTS OF INTEREST
11. (1) The services of the Service Provider to the Company
hereunder are not to be deemed exclusive and the Service
Provider shall be free to render similar services to any other
person for so long as its services hereunder are not impaired
thereby and shall not be liable to account for any profits
arising therefrom.
(2) The Company hereby acknowledges that the Service Provider is
ultimately owned by the Bedell Group (which has some partners
in common with Bedell Cristin) and agrees that the Service
Provider provides the Services in the full knowledge that
either of the Partnerships may have acted (or may hereafter
act) for the Company or an arranger of the Transaction
contemplated by the Documents.
TERMINATION
12. (1) This Agreement and the Services to be performed hereunder may be
terminated:-
(a) on one month's notice in writing given by the Service
Provider to the Company; or
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(b) on one month's notice in writing given by the Company to
the Service Provider.
(2) This Agreement shall be terminated immediately on written
notice from the Service Provider to the Company if the Service
Provider shall consider any of the following events to have
occurred:-
(a) the Company becomes insolvent or is declared en
desastre (bankrupt) or is subject to a creditors'
(insolvent) winding-up in Jersey or is subject to any
analogous procedure in any other jurisdiction;
(b) the Company and/or Barclays commits any breach of the
terms of this Agreement which is incapable of remedy
or commits any other breach which is capable of remedy
but fails to remedy such breach after the Service
Provider has given at least thirty days' notice in
writing to the Company and Barclays requiring such
breach to be remedied; and/or
(c) any changes are made to the terms of any of the
Documents which affect the duties and obligations of
the Company thereunder and which changes are expected
to have a material adverse affect on the Service
Provider or the Partnerships unless any such change
has been previously approved by the Service Provider.
(3) Upon the termination of this Agreement howsoever occurring,
the Service Provider shall be entitled to resign, or procure
the resignation of any Delegate, from each office and
position held in relation to the Company including without
prejudice to the generality of the foregoing the resignation
of the secretary and the directors provided by the Service
Provider and the Company shall forthwith notify the Service
Provider of:-
(a) an address to be the new registered office of the
Company in Jersey in substitution for the Service
Provider's address;
(b) an address to which all the books and records of the
Company may be transferred provided always that the
Service Provider on behalf of the Partnerships shall
have a lien on all such books, records and documents
of the Company until all fees and disbursements up to
the date of termination of the Agreement have been
paid; and
(c) the names of at least two persons into whose names the
shares in the Company shall be transferred.
(4) Upon the termination of this Agreement howsoever occurring,
the Service Provider and the Bedell Group shall use their best
endeavours to assist in the orderly transfer of the
administration of the Company and shall be entitled to charge
and be paid fees to the date of termination and at their
respective normal rates in force at that time for any work
done in transferring the administration of the Company.
LIABILITY AND INDEMNITY
13. (1) The Service Provider and any Delegate shall use their
respective best endeavours and exercise due care in performing
the Services but neither the Service Provider nor any Delegate
shall, in the absence of any fraud, bad faith, wilful
misconduct or gross negligence on the part of the Service
Provider or any Delegate, be liable to the Company or any
other person for any loss or damage suffered arising out of
the performance or non performance by the Service Provider or
any Delegate of the Services.
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(2) The Company and Barclays jointly and severally undertake
(subject always in the case of the Company to the provisions
of the Companies (Jersey) Law 1991) to indemnify and hold
harmless the Service Provider and all Delegates against all
actions, proceedings, accounts, claims or demands and any
costs and expenses reasonably incurred in connection therewith
which may be brought or made or threatened to be brought or
made against the Service Provider or any Delegate in
connection with the affairs of the Company including without
prejudice to the generality of the foregoing in connection
with the Services provided by the Service Provider or any
Delegate hereunder save to the extent that any such liability
shall have arisen solely from the fraud, bad faith, wilful
misconduct or gross negligence of the Service Provider or any
Delegate. This indemnity shall continue in force
notwithstanding the termination of this Agreement and shall
continue as to a person who has ceased to be a director,
officer, agent or other Delegate and shall inure to the
benefit of the heirs, executors and administrators of such a
person. To the extent necessary to give effect to the
intention of the parties, the parties agree that the Service
Provider shall hold the benefit of these indemnities in trust
for such Delegates or other such persons not party to this
Agreement.
(3) Without prejudice to the generality of the foregoing Barclays
hereby waives any future claims (whether in contract, tort or
otherwise) which may otherwise arise against any Delegate
arising out of or as a result of such Delegate holding office
as a director of the Company save to the extent that such
claim shall have arisen solely from the fraud, bad faith,
wilful misconduct or gross negligence on the part of the
Delegate who is sought to be made liable.
DOCUMENT RETENTION
14. After termination of this Agreement, the Service Provider is entitled to
retain all papers and documents which have come into existence in the
course of it providing the Services until all fees and disbursements due
to it have been settled in full. Subject to payment in full of all fees
and disbursements, the Service Provider will where a successor
administrator has been appointed liaise with that administrator to
provide all such original or copy documents as may be reasonably
required by the successor administrator and will retain copies of
documents at its discretion. The Service Provider reserves the right to
require payment for its reasonable copying charges in advance of
providing such documents. Thereafter, the Service Provider will keep all
documents, correspondence, memoranda and notes which have been created
in the course of provision of the Services, for ten years. During this
period the Service Provider reserves the right, but has no obligation,
to make electronic copies of any such documents, correspondence,
memoranda and notes and, save for original signed documents, reserves the
right to destroy hard copies and store the remainder of the filing
electronically. After ten years continued retention (whether in
electronic form or otherwise) of files of papers and documents (other
than originals) is subject to the Service Provider's right to destroy
all such files at such time as it considers appropriate and unless it
has been instructed to the contrary at or prior to the termination of
provision of the Services. When the Service Provider is instructed to
retain files beyond the ten year period, it reserves the right to charge
for doing so. If after the termination of provision of the Services the
Service Provider receives from any person entitled to do so a specific
request for information concerning a matter in relation to the provision
of the Services and/or a request to retrieve specific documents and other
papers, the Service Provider reserves the right to charge for such
services.
NOTICES
15. Any notice to be given by any party to this Agreement to any other
should be sent by post or by fax (at the sender's option) to the
recipient at its address or fax number set out under its signature
below (or at such other address or fax number as shall have been
notified in writing for such purpose by the recipient). Any such notice
shall be deemed to have been served (if posted) three business days
after posting or (if sent by fax) on production by the sender's fax
machine of a confirmation of transmission in full.
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VARIATION
16. Any amendment, variation or waiver of the terms of this Agreement shall
be made in writing and shall be signed by or on behalf of each of the
parties hereto.
COUNTERPARTS
17. This Agreement may be executed in any number of counterparts, and by
the different parties hereto on the same or separate counterparts, each
of which shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
ASSIGNMENT
18. The Service Provider shall not be entitled to assign all or any of its
rights or benefits or to transfer any of its obligations hereunder
provided that the Service Provider shall be entitled to delegate the
performance of the Services pursuant to Clause 4.
GOVERNING LAW
19. This Agreement shall be governed by and construed in accordance with
the laws of Jersey and the parties submit to the non exclusive
jurisdiction of the courts of Jersey in all matters arising out of or
in connection with this Agreement.
IN WITNESS WHEREOF the parties hereto have entered into this Agreement on the
date first above written.
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THE SCHEDULE
Services to be provided by the Service Provider are as follows:-
(1) perform all general company secretarial, registrar and company
administration services for the Company (other than (a) any services to
be performed in connection with the listing or maintenance of the
listing of any securities of the Company and (b) such services as shall
be rendered to the Company pursuant to the Documents), including the
provision of at least two directors of the Company each of whom shall
be resident in the United Kingdom;
(2) as and when requested by any director or the auditors, provide the
directors or the auditors (as the case may be) with such information in
connection with the Company as may be in the possession of the Service
Provider or as may be reasonably obtained by it;
(3) keep duplicate copy accounts of the Company provided by the directors
(provided always that the Service Provider shall have no responsibility
for verifying the accuracy thereof and shall rely upon the information
provided by the directors) and such books and records as are required
by any applicable law or otherwise for the proper conduct of the
affairs of the Company and, upon instructions from the directors,
prepare for forwarding to members of the Company all statements and
notices which the board is required to issue, send or serve in
accordance with the Articles of Association of the Company;
(4) give any necessary directions and information as instructed by the
directors to any agents appointed by the directors pursuant to the
Articles of Association of the Company;
(5) provide an adequate staff and other facilities in the Island (including
the provision of the Company's registered office) for efficiently
performing its functions as Service Provider and carrying on its duties
hereunder;
(6) keep the common seal of the Company and the register of shareholders,
issue share certificates, effect transfers and file timeously (insofar
as the directors have duly approved, signed and delivered the same and
monies in respect of applicable fees are made available) the Annual
Return of shareholders, annual applications for exempt company status
and any other applicable statutory returns and exempt company tax
filings in the Island;
(7) arrange for the convening of shareholders' and directors' meetings of
the Company as and when required, and provide facilities for holding
such meetings in the United Kingdom and prepare and keep minutes of
such meetings;
(8) accept service of process and any other documents or notices to be served
on the Company in the Island; and
(9) provide such other corporate administration services as may be required
by the Company from time to time and agreed by the Service Provider.
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SIGNED by )
for and on behalf of BEDELL TRUST )
COMPANY LIMITED )
Address for Notices: 26 New Street
St. Helier
Jersey JE2 3RA
Fax: 44 1534 814815
SIGNED by )
for and on behalf of GRACECHURCH CARD )
PROGRAMME FUNDING LIMITED: )
Address for Notices: 26 New Street,
St. Helier,
Jersey JE2 3RA
Fax: 44 1534 814815
SIGNED by )
for and on behalf of BARCLAYS BANK )
PLC: )
Address for Notices: 1 Churchill Place
London
E14 5HP
Attention: Matt Dobson, Capital Issuance and Securitisation,
Barclays Treasury
Fax: 44 20 7773 5539
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