Gracechurch Receivables Trustee Ltd Sample Contracts

Gracechurch Receivables Trustee Ltd – IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER (November 16th, 2005)

EXHIBIT 4.8 FORM OF CLASS B GLOBAL NOTE CERTIFICATE CUSIP: 38405Y AB 2 ISIN: US38405YAB20 IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY

Gracechurch Receivables Trustee Ltd – BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND NOTE CERTIFICATE PROGRAMME (November 16th, 2005)

EXHIBIT 4.10 TEMPORARY GLOBAL NOTE CERTIFICATE ISIN: [O] Common Code: [o] BARCLAYCARD FUNDING PLC (a public limited company incorporated under the laws of England and Wales) BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND NOTE CERTIFICATE PROGRAMME TEMPORARY GLOBAL NOTE CERTIFICATE REPRESENTING UP TO [GBP][O] FLOATING RATE ASSET BACKED NOTE CERTIFICATE DUE [O] This global note is a Temporary Global Note Certificate without interest coupons issued in respect of an issue of an aggregate principal amount of [GBP][o] of Floating Rate Asset Backed Notes due [o] (the "NOTE CERTIFICATE") by Barclaycard Funding PLC (the "MTN ISSUER"). The MTN Issuer for value received promises, all in accordance wi

Gracechurch Receivables Trustee Ltd – TO THE MASTER AGREEMENT (November 16th, 2005)

EXHIBIT 10.4 SCHEDULE TO THE MASTER AGREEMENT DATED AS OF [*] NOVEMBER 2005 between BARCLAYS BANK PLC ("PARTY A") and GRACECHURCH CARD FUNDING (NO. 11) PLC ("PARTY B") PART 1 TERMINATION PROVISIONS 1.1 "SPECIFIED ENTITY" for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv) will not apply to Party A or Party B. 1.2 "SPECIFIED TRANSACTION" has the meaning specified in Section 14. 1.3 The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B. 1.4 The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not apply to Party A an

Gracechurch Receivables Trustee Ltd – IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER (November 16th, 2005)

EXHIBIT 4.7 FORM OF CLASS A GLOBAL NOTE CERTIFICATE CUSIP: 38405Y AA 4 ISIN: US38405YAA47 IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY

Gracechurch Receivables Trustee Ltd – TO THE MASTER AGREEMENT (November 16th, 2005)

Exhibit 10.3 SCHEDULE TO THE MASTER AGREEMENT DATED AS OF [*] NOVEMBER 2005 between BARCLAYS BANK PLC ("PARTY A") and GRACECHURCH CARD FUNDING (NO. 11) PLC ("PARTY B") PART 1 TERMINATION PROVISIONS 1.1 "SPECIFIED ENTITY" for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv) will not apply to Party A or Party B. 1.2 "SPECIFIED TRANSACTION" has the meaning specified in Section 14. 1.3 The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B. 1.4 The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not apply to Party A and

Gracechurch Receivables Trustee Ltd – IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER (November 16th, 2005)

EXHIBIT 4.9 FORM OF CLASS C GLOBAL NOTE CERTIFICATE CUSIP: 38405Y AC 0 ISIN: US38405YAC03 IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), AN

Gracechurch Receivables Trustee Ltd – TO THE MASTER AGREEMENT (November 16th, 2005)

EXHIBIT 10.2 SCHEDULE TO THE MASTER AGREEMENT DATED AS OF [*] NOVEMBER 2005 between BARCLAYS BANK PLC ("PARTY A") and GRACECHURCH CARD FUNDING (NO. 11) PLC ("PARTY B") PART 1 TERMINATION PROVISIONS 1.1 "SPECIFIED ENTITY" for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv) will not apply to Party A or Party B. 1.2 "SPECIFIED TRANSACTION" has the meaning specified in Section 14. 1.3 The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B. 1.4 The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not apply to Party A a

Gracechurch Receivables Trustee Ltd – BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND NOTE CERTIFICATE PROGRAMME (February 27th, 2004)

EXHIBIT 4.10 PERMANENT GLOBAL NOTE CERTIFICATE ISIN: [.] Common Code: [.] BARCLAYCARD FUNDING PLC (a public limited company incorporated under the laws of England and Wales) BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND NOTE CERTIFICATE PROGRAMME PERMANENT GLOBAL NOTE CERTIFICATE representing up to (pound)[.] FLOATING RATE ASSET BACKED NOTE CERTIFICATES DUE [.] This global instrument is a Permanent Global Note Certificate with interest coupons issued in respect of an issue of an aggregate principal amount of (pound)[.] of Floating Rate Asset Backed Note Certificates due [.] (the "NOTE CERTIFICATE") by Barclaycard Funding PLC (the "MTN ISSUER"). The MTN Issuer for value received promises, all in

Gracechurch Receivables Trustee Ltd – BENEFICIARIES SERVICING AGREEMENT (February 27th, 2004)

EXHIBIT 4.12 BARCLAYCARD FUNDING PLC as Investor Beneficiary AND BARCLAYS BANK PLC as Servicer, Transferor Beneficiary and Excess Interest Beneficiary ------------------------------------------------------------------- BENEFICIARIES SERVICING AGREEMENT ------------------------------------------------------------------- CLIFFORD CHANCE CONTENTS CLAUSE PAGE 1. Definitions And Interpretation............................................2 1.1 Definitions..........................................................2 1.2 Other Definitional Provisions........................................2 2.

Gracechurch Receivables Trustee Ltd – EXPENSES LOAN AGREEMENT (February 27th, 2004)

[LOGO CLIFFORD CHANCE] EXHIBIT 10.5 Dated [*] 2004 BARCLAYS BANK PLC as Lender GRACECHURCH CARD FUNDING (NO.6) PLC as Issuer - and - THE BANK OF NEW YORK as Note Trustee ---------------------------------------- EXPENSES LOAN AGREEMENT ---------------------------------------- CONTENTS CLAUSE PAGE 1. Definitions........................................................ 1 2. The Facility...............

Gracechurch Receivables Trustee Ltd – IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER (February 27th, 2004)

EXHIBIT 4.8 CLASS B GLOBAL NOTE CERTIFICATE CUSIP: [*] ISIN: [*] IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY TRA

Gracechurch Receivables Trustee Ltd – IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER (February 27th, 2004)

EXHIBIT 4.7 CLASS A GLOBAL NOTE CERTIFICATE CUSIP: [*] ISIN: [*] IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY

Gracechurch Receivables Trustee Ltd – PAYING AGENCY AND AGENT BANK AGREEMENT (February 27th, 2004)

[LOGO CLIFFORD CHANCE] EXHIBIT 4.6 GRACECHURCH CARD FUNDING (NO.6) PLC as Issuer THE BANK OF NEW YORK as Principal Paying Agent and Agent Bank THE BANK OF NEW YORK as New York Paying Agent, Custodian, Registrar and Transfer Agent THE BANK OF NEW YORK as Note Trustee ------------------------------------------------------------- PAYING AGENCY AND AGENT BANK AGREEMENT in respect of up to $[*] Class A Floating Rate Asset-Backed Notes due [*] $[*] Class B Floating Rate Asset-Backed Notes due [*] $[*] Class C Floating Rate Asset-Backed Notes due [*] ---------------------------------------------------

Gracechurch Receivables Trustee Ltd – IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER (February 27th, 2004)

EXHIBIT 4.9 CLASS C GLOBAL NOTE CERTIFICATE CUSIP: [*] ISIN: [*] IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY

Gracechurch Receivables Trustee Ltd – TEMPORARY GLOBAL NOTE CERTIFICATE (June 6th, 2003)

EXHIBIT 4.10 TEMPORARY GLOBAL NOTE CERTIFICATE ISIN: XS0168665410 Common Code: 016866541 BARCLAYCARD FUNDING PLC (a public limited company incorporated under the laws of England and Wales) BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND NOTE CERTIFICATE PROGRAMME TEMPORARY GLOBAL NOTE CERTIFICATE REPRESENTING UP TO {pound-sterling}[*] FLOATING RATE ASSET BACKED NOTE CERTIFICATES DUE 2006 This global note is a Temporary Global Note Certificate without interest coupons issued in respect of an issue of an aggregate principal amount of {pound-sterling}[*] of Floating Rate Asset Backed Notes due 2006 (the "NOTE CERTIFICAT

Gracechurch Receivables Trustee Ltd – ISDA MASTER AGREEMENT (June 6th, 2003)

EXHIBIT 10.7 ISDA{reg-trade-mark} INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. CREDIT SUPPORT ANNEX to the Schedule to the ISDA MASTER AGREEMENT dated as of 19 June 2003 between Barclays Bank PLC and Gracechurch Card Funding (No. 4) PLC. ("PARTY A") ("PARTY B") This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above and is part of its Schedule. For the purposes of this Agreement, including, without limitation, Sections 1(c), 2(a), 5 and 6, the credit support arrangements set out in this Annex constitute a Transaction (for which this Annex constitutes the Confirmation). PARAGRAPH 1. INTERPRETATI

Gracechurch Receivables Trustee Ltd – FORM OF CLASS B GLOBAL NOTE CERTIFICATE (June 6th, 2003)

EXHIBIT 4.8 FORM OF CLASS B GLOBAL NOTE CERTIFICATE CUSIP: 38405SAB5 ISIN: US38405SAB51 IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER

Gracechurch Receivables Trustee Ltd – MASTER AGREEMENT (June 6th, 2003)

(MULTICURRENCY - CROSS BORDER) EXHIBIT 10.5 ISDA [R] International Swaps [and] Derivatives Association, Inc. MASTER AGREEMENT dated as of............. BARCLAYS BANK PLC and GRACECHURCH CARD FUNDING (NO 4) PLC have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:- 1. INTERPRETATION (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) INCONSISTENCY. In the event of any inconsistency between the provisions of

Gracechurch Receivables Trustee Ltd – FORM OF CLASS C GLOBAL NOTE CERTIFICATE (June 6th, 2003)

EXHIBIT 4.9 FORM OF CLASS C GLOBAL NOTE CERTIFICATE CUSIP:38405SAC3 ISIN: US38405SAC35 IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER

Gracechurch Receivables Trustee Ltd – IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER (June 6th, 2003)

EXHIBIT 4.7 FORM OF CLASS A GLOBAL NOTE CERTIFICATE CUSIP: 38405SAA7 ISIN: US38405SAA78 IF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER PERSON AS MAY BE NOMINATED BY THE DEPOSITORY TRUST COMPANY ("DTC") FOR THE PURPOSE) (COLLECTIVELY, "CEDE & CO.") AS NOMINEE FOR DTC, THEN, UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORISED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE CERTIFICATE ISSUED UPON REGISTRATION OF TRANSFER OR EXCHANGE OF THIS NOTE CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. (OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORISED REPRESENTATIVE OF DTC) AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. (OR, AS THE CASE MAY BE, SUCH OTHER PERSON), ANY TRAN

Gracechurch Receivables Trustee Ltd – TO THE MASTER AGREEMENT (June 6th, 2003)

EXHIBIT 10.6 SCHEDULE TO THE MASTER AGREEMENT DATED AS OF 19 June 2003 between BARCLAYS BANK PLC ("PARTY A") and GRACECHURCH CARD FUNDING (NO. 4) PLC ("PARTY B") 1 TERMINATION PROVISIONS 1.1 "SPECIFIED ENTITY" for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv) will not apply to Party A or Party B. 1.2 "SPECIFIED TRANSACTION" is not applicable to Party A or Party B for any purpose and Section 5(a)(v) shall accordingly not apply. 1.3 The "CROSS DEFAULT" provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B. 1.4 The "CREDI

Gracechurch Receivables Trustee Ltd – AGREEMENT BETWEEN BENEFICIARIES (June 6th, 2003)

EXHIBIT 4.13 Dated 19 June 2003 BARCLAYS BANK PLC as Excess Interest Beneficiary and BARCLAYCARD FUNDING PLC as Series 03-2 Investor Beneficiary and GRACECHURCH RECEIVABLES TRUSTEE LIMITED as Receivables Trustee --------------------------------- AGREEMENT BETWEEN BENEFICIARIES --------------------------------- CONTENTS CLAUSE PAGE 1. Interpretation.........................................

Gracechurch Receivables Trustee Ltd – EXPENSES LOAN AGREEMENT (June 6th, 2003)

EXHIBIT 10.8 Dated 19 June 2003 BARCLAYS BANK PLC as Lender GRACECHURCH CARD FUNDING (NO.4) PLC as Issuer - and - THE BANK OF NEW YORK as Note Trustee --------------------------------- EXPENSES LOAN AGREEMENT --------------------------------- CONTENTS CLAUSE PAGE 1. Definitions...............................................................1 2. The Facility..............................................................4 3. Inte

Gracechurch Receivables Trustee Ltd – FORM OF INDIVIDUAL CLASS C NOTE CERTIFICATE (October 11th, 2002)

EXHIBIT 4.9 FORM OF INDIVIDUAL CLASS C NOTE CERTIFICATE Serial Number: ............ GRACECHURCH CARD FUNDING (NO. 2) PLC (incorporated with limited liability under the laws of England and Wales) $[___] CLASS C ASSET-BACKED FLOATING RATE NOTES DUE [___] This Class C Note Certificate is issued in respect of the $[___] Class C Asset-Backed Floating Rate Notes due [maturity] (the "CLASS C NOTES") of Gracechurch Card Funding (No. 2) PLC (the "ISSUER"). The Class C Notes are constituted by, are subject to, and have the benefit of, a trust deed dated [___] (as amended or supplemented from time to time, the "TRUST DEED") between the and The Bank of New York as trustee (the "TRUSTEE", which expression includes all persons for the time being appointed trustee or trustees under the Trust

Gracechurch Receivables Trustee Ltd – FORM OF INDIVIDUAL CLASS B NOTE CERTIFICATE (October 11th, 2002)

EXHIBIT 4.8 FORM OF INDIVIDUAL CLASS B NOTE CERTIFICATE Serial Number: ............ GRACECHURCH CARD FUNDING (NO. 2) PLC (incorporated with limited liability under the laws of England and Wales) $[___] CLASS B ASSET-BACKED FLOATING RATE NOTES DUE [___] This Class B Note Certificate is issued in respect of the $[___] Class B Asset-Backed Floating Rate Notes due [maturity] (the "CLASS B NOTES") of Gracechurch Card Funding (No. 2) PLC (the "ISSUER"). The Class B Notes are constituted by, are subject to, and have the benefit of, a trust deed dated [___] (as amended or supplemented from time to time, the "TRUST DEED") between the and The Bank of New York as trustee (the "TRUSTEE", which expression includes all persons for the time being appointed trustee or trustees under the Trust

Gracechurch Receivables Trustee Ltd – FORM OF INDIVIDUAL CLASS A NOTE CERTIFICATE (October 11th, 2002)

EXHIBIT 4.7 FORM OF INDIVIDUAL CLASS A NOTE CERTIFICATE Serial Number: ............ GRACECHURCH CARD FUNDING (NO. 2) PLC (incorporated with limited liability under the laws of England and Wales) $[___] CLASS A ASSET-BACKED FLOATING RATE NOTES DUE [___] This Class A Note Certificate is issued in respect of the $[___] Class A Asset-Backed Floating Rate Notes due [maturity] (the "NOTES") of Gracechurch Card Funding (No. 2) PLC (the "ISSUER"). The Class A Notes are constituted by, are subject to, and have the benefit of, a trust deed dated [___] (as amended or supplemented from time to time, the "TRUST DEED") between the and The Bank of New York as trustee (the "TRUSTEE", which expression includes all persons for the time being appointed trustee or trustees under the Trust Deed)

Gracechurch Receivables Trustee Ltd – BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND CERTIFICATE PROGRAMME (October 11th, 2002)

EXHIBIT 4.10 DEFINITIVE CERTIFICATE [ON THE FACE OF THE CERTIFICATE:] Series Number:[ ] Serial Number: [ ] (pound)[Denomination] BARCLAYCARD FUNDING PLC (a public limited company incorporated under the laws of England and Wales) BARCLAYCARD ASSET BACKED MEDIUM TERM NOTE AND CERTIFICATE PROGRAMME (POUND)[AGGREGATE PRINCIPAL AMOUNT OF TRANCHE] FLOATING RATE ASSET BACKED CERTIFICATE DUE [O] BARCLAYCARD FUNDING PLC (the "ISSUER") for value received promises, all in accordance with the terms and conditions endorsed hereon (the "TERMS AND CONDITIONS") and the Trust Deed prepared in relation to the Certificates to pay to the bearer upon presentation or, as the case may be, surrender hereof on the maturity date specified in the Terms and Conditions

Gracechurch Receivables Trustee Ltd – EXPENSES LOAN AGREEMENT (October 4th, 2002)

CLIFFORD LIMITED LIABILITY PARTNERSHIP CHANCE [o] 2002 BARCLAYS BANK PLC as Lender GRACECHURCH CARD FUNDING (NO.2) PLC as Issuer - and - THE BANK OF NEW YORK as Note Trustee --------------------------------- EXPENSES LOAN AGREEMENT --------------------------------- CONTENTS CLAUSE PAGE 1. Definitions.......................................................1 2. The Facility......................................................4 3. Interest...................................

Gracechurch Receivables Trustee Ltd – BENEFICIARIES SERVICING AGREEMENT (October 4th, 2002)

BARCLAYCARD FUNDING PLC as Investor Beneficiary AND BARCLAYS BANK PLC as Servicer, Transferor Beneficiary and Excess Interest Beneficiary --------------------------------------------------- BENEFICIARIES SERVICING AGREEMENT --------------------------------------------------- CLIFFORD CHANCE CONTENTS CLAUSE PAGE 1. Definitions And Interpretation..................................................................2 1.1 Definitions.............................................................................2 1