Underwriting Agreement Barclays Dryrock Issuance Trust $750,000,000 Class A Series 2023-2 Floating Rate Asset Backed Notes November 13, 2023Underwriting Agreement • November 15th, 2023 • Barclays Dryrock Funding LLC • Asset-backed securities • New York
The undersigned, Barclays Dryrock Funding LLC (the “Transferor”), proposes to cause Barclays Dryrock Issuance Trust (the “Issuer” or the “Trust”) to issue $750,000,000 (stated principal amount) Class A Series 2023-2 Floating Rate Asset Backed Notes (the “Class A Notes”) and $164,635,000 (stated principal amount) Class B Series 2023-2 Floating Rate Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Class A Notes are referred to herein as the “Underwritten Notes.” The Class B Notes are referred to herein as the “Retained Notes” and will be retained by the Transferor (referred to herein as the “Retained Notes Transaction”). Barclays Capital Inc., as a representative of the Underwriters (as defined below), may be referred to herein as the “Representative.” The Issuer is a Delaware statutory trust established as Dryrock Issuance Trust and created pursuant to (a) a Trust Agreement, dated as of June 8, 2012, as amended and restated on August 1, 201
Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.01. Definitions 1 Section 1.02. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial 13 Section 1.03. Counterparts 14 Section 1.04. Ratification of Indenture 14...Servicing Agreement • December 16th, 2014 • Barclays Dryrock Funding LLC • Asset-backed securities • New York
SERIES [•] INDENTURE SUPPLEMENT, dated as of [Month] [Day], 20[·] (this “Indenture Supplement”), by and between Barclays Dryrock Issuance Trust, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market St., Wilmington, DE 19890, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”).
ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN DRYROCK ISSUANCE TRUST (as required by Section 2.11(c)(v) of the Transfer Agreement)Dryrock Funding LLC • August 5th, 2013 • Asset-backed securities • New York
ASSIGNMENT No. 2 OF RECEIVABLES IN ADDITIONAL ACCOUNTS INCLUDED IN DRYROCK ISSUANCE TRUST (this “Assignment”), dated as of August 1, 2013, by and between DRYROCK FUNDING LLC (the “Transferor”), as transferor (the “Transferor”), and DRYROCK ISSUANCE TRUST (the “Trust”), as issuer, pursuant to the Transfer Agreement referred to below.
BARCLAYS DRYROCK ISSUANCE TRUST as Issuer and as Indenture Trustee SERIES [__]-[__] INDENTURE SUPPLEMENT dated as of [_____], 20[__] to INDENTUREServicing Agreement • May 13th, 2022 • Barclays Dryrock Funding LLC • Asset-backed securities • New York
SERIES [__]-[__] INDENTURE SUPPLEMENT, dated as of [_____], 20[__] (this “Indenture Supplement”), by and between BARCLAYS DRYROCK ISSUANCE TRUST, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North Market St., Wilmington, DE 19890, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, in its capacity as Indenture Trustee (the “Indenture Trustee”).
SECOND AMENDMENT TO TRANSFER AGREEMENTTransfer Agreement • July 1st, 2013 • Dryrock Funding LLC • Asset-backed securities • New York
This SECOND AMENDMENT TO TRANSFER AGREEMENT, dated as of July 1, 2013 (the “Amendment”) to the Transfer Agreement, dated as of August 1, 2012, as amended by the first amendment thereto, dated as of April 15, 2013 (the “Agreement”), is entered into by and among DRYROCK FUNDING LLC, as Transferor (“Dryrock Funding”), DRYROCK ISSUANCE TRUST, as Issuer (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, the Indenture Trustee (the “Indenture Trustee”).
