Confirmation to the
ISDA Master Agreement
Dated as of [*] November 1999
relating to the
$ * Class A3 Backed Floating Rate Notes issued Party B Due * (the "Class A
Notes")
To: Gracechurch Card Funding (No. 1) PLC
Re: Transaction between Barclays Bank Plc ("Party A") and
Gracechurch Card Funding No 1 PLC ("Party B")
Dear Sirs:
The purpose of this letter agreement is to confirm the terms and conditions of
the Swap Transaction entered into between you and us on the Trade Date
specified below (the "Swap Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
References herein to a Transaction shall be deemed to be references to a Swap
Transaction for the purposes of the 1991 ISDA Definitions (as supplemented by
the 1998 Supplement). The definitions and provisions contained in the 1991 ISDA
Definitions (as supplemented by the 1998 Supplement) and the 1998 ISDA Euro
Definitions (each as published by the International Swaps and Derivatives
Association, Inc. (formerly known as the International Swap Dealers
Association, Inc.)) are incorporated into this Confirmation. In the event of
any inconsistency between those Definitions and this Confirmation, this
Confirmation will govern. Terms defined in the terms and conditions of the
Notes will have the same meaning where used herein.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement, dated as of * October 1999, as amended and supplemented
from time to time (the "Agreement"), between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified below. Expressions used herein and not defined herein or in the
Definitions shall bear the meaning ascribed thereto in the Agreement.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Barclays Bank PLC
Party B: Gracechurch Card Funding (No. 1) PLC
Trade Date: *
Effective Date: * 1999; provided, however, that
effectiveness is subject to the
issuance of the Notes [and the
receipt by Party A on or prior to *
1999 of unconditional confirmation
that upon issue the Notes will be
rated Aaa by ▇▇▇▇▇'▇ and AAA by
Standard & Poor's]; [provided
further, however, that solely for
the purpose of determining the
initial Calculation Period relating
to the initial Party B Floating Rate
Payer Payment Date, the Effective
Date shall be deemed to be * 1999.]
Termination Date: * , subject to adjustment as
provided herein and in accordance
with the Following Business Day
Convention.
Party A Floating Amount:
Party A Floating Rate Payer: Party A
Party A Floating Rate
Currency Amount: EUR *
Party A Floating Rate Payer
Period End Dates: Each *, *, * and * from and
including the Party A Floating Rate
Payer Period End Date falling in *
to and including *, subject to
adjustment in accordance with the
Following Business Day Convention.
Party A will provide a SWIFT MT100
notice as to the amount to be paid
on each Party A Floating Rate Payer
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Payment Date 2 Business Day for
euros prior to each such Party A
Floating Rate Payer Payment Date.
Party A Floating Rate Payer
Payment Dates: Each Party A Floating Rate Payer
Period End Date
Party A Floating Rate: EURIBOR, as calculated pursuant to
the terms and conditions of the
Notes
Designated Maturity: 3 months
Spread: Plus * per cent. per annum
Party A Floating Rate in
Respect of the initial
Calculation Period: * (excluding the Spread)
Party A Floating Rate
Day Count Fraction: [Actual/Actual]
Reset Dates: First day of each Calculation Period
Party B Floating Amounts:
Party B Floating Rate Payer: Party B
Party B Floating Rate Payer
Currency Amount: GBP *
Party B Floating Rate Payer
Period End Dates: Each *, *, * and * from and
including the Party B Floating Rate
Payer Period End Date falling in *
to and including *, subject to
adjustment in accordance with the
Following Business Day Convention
Party B Floating Rate Payer
Payment Dates: Each Party B Floating Rate Payer
Period End Date
Party B Floating Rate Amount: The product of the amount due [(or
which would be due assuming no early
redemption or withholding tax on the
Class A MTNs)] in respect of the
Class A MTNs and the Class A3
Percentage
Party B Floating Amount in
respect of the initial
Calculation Period: GBP *
Floating Rate
Day Count Fraction: [Actual/360]
Reset Dates: First day of each Calculation Period
Party A Initial Exchange Amount: GBP *
Party A Initial Exchange Date: Effective Date
Party A Final Exchange Amount: EUR *
Party A Final Exchange Date: The Party A Floating Rate Payer
Payment Date falling in *
Party B Initial Exchange Amount: EUR *
Party B Initial Exchange Date: Effective Date
Party B Final Exchange Amount: GBP *
Party B Final Exchange Date: The Party B Floating Rate Payer
Period End Date falling in *.
Business Days for Euro: Any day (other than a Saturday or
Sunday or a day on which banking
institutions in London, England or
[New York] are authorised or obliged
by law or executive order to close)
which is TARGET Settlement Date.
Business Days for USD: Any day (other than a Saturday or
Sunday or a day on which banking
institution in New York, New York
and London, England are authorised
or obligated by law or executive
order to close) on
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which dealings in deposits in United
States dollars are transacted in the
London interbank market.
Calculation Agent: Party A
3. Details of Variation to Agreement:
Expenses: The obligation of Party B to pay amounts hereunder to Party A
on any Party B Floating Rate Payer Payment Date in respect of the
Calculation Period beginning on the Party B Floating Rate Payer Period
End Date immediately preceding such Party B Floating Rate Payer Payment
Date (prior to and during the Amortisation Period) will be reduced by an
amount equal to the sum of any [Ordinary Expenses [to be defined in the
Terms and Conditions of the Class A Notes?]] of which Party B actually
received notice during such Calculation Period. [Such reduction will be
permitted only to the extent that Party B does not have other funds that
are available for the purpose of paying any such expenses.] No such
reduction will permit Party A to reduce the amounts it is obliged to pay
hereunder.
Taxation: If any of the events described in Condition * of the Class A
Notes shall occur, any payments to be made by Party B hereunder shall be
net of the amount of any taxes so withheld, accounted for, deducted or
suffered and Party A's payment obligations shall be reduced in proportion
to the amount by which the payments to be made by Party B are so netted.
If any of the events described in Condition * of the Class A Notes shall
occur, any payments to be made by Party A hereunder shall be made net of
the amount of any taxes so withheld, accounted for, deducted or suffered
and the payment obligations of Party B shall remain the same.
Interest Deferral: The obligation of Party A to pay Party A Floating
Amounts on any Party A Floating Rate Payer Payment Date will be reduced
proportionately to the extent that the Party B Floating Amounts received
by Party A and accrued during the Party B Floating Rate Payer Calculation
Period ending on the Party B Floating Rate Payer Period End Date falling
in the same calendar month as such Party A Floating Rate Payer Payment
Date have been reduced because the MTN Issuer in respect of the Class A
MTNs has, [in accordance with the terms of the Class A MTNs], deferred
the payment of interest on the Class A MTNs (any amount so deferred
(excluding, for the avoidance of doubt, any interest on interest payable
pursuant to the terms and conditions of the Class A MTNs), the "Deferred
Interest"). The obligation of Party A to pay Party A Floating Amounts on
any Party A Floating Rate Payer Payment Date will be increased in
proportion to the amount of any Deferred Interest received by Party B and
included in the payment made by Party B to Party A on the Party B
Floating Rate Payer Payment Date falling in the same calendar month as
such Party A Floating Rate Payer Payment Date. The obligation of Party B
to pay Party B Floating Amounts on any Party B Floating Rate Payer
Payment Date will be reduced by the amount of interest due on the Class A
MTNs on such Party B Floating Rate Payer Payment Date that constitutes
Deferred Interest. The obligation of Party B to pay Party B Floating
Amounts on any Party B Floating Rate Payer Payment Date will be increased
by the amount of any Deferred Interest and all additional interest paid
by the MTNs Issuer to Party B in respect of Deferred Interest received by
Party B on such Party B Floating Rate Payer Payment Date.
Rapid Amortisation Period: During the Rapid Amortisation Period, Party B
shall pay to Party A, on each date when it receives a principal payment
on the Class A MTNs an amount equal to the product of the amount of
principal so received on such date and the Class A3 Percentage (each such
payment, an "Interim Party B Principal Payment"). The aggregate of the
Interim Party B Principal Payments paid by Party B to Party A during the
period from (but not including) the immediately preceding Party B
Floating Rate Payer Payment Date (as defined below) to (and including)
each following Party B Floating Rate Payer Payment Date is called the
"Party B Early Amortisation Principal Payment". During the Rapid
Amortisation Period, Party A shall pay to Party B, on each Party A
Floating Rate Payer Payment Date (as defined below), the percentage of
the Party A Floating Rate Payer Currency Amount set forth in Section 2
(the "Original Party A Floating Rate Payer Currency Amount") that is
equal to the percentage of the Party B Floating Rate Payer Currency
Amount set forth in Section 2 (the "Original Party B Floating Rate Payer
Currency Amount") represented by such Interim Party B Principal Payment
(each such payment, an "Interim Party A Principal Payment"). The
aggregate of the Interim Party A Principal Payments paid by Party A to
Party B on a Party A Floating Rate Payer Payment Date is called the
"Party A Early Amortisation Principal Payment".
From the commencement of the Rapid Amortisation Period, (1) the
Termination Date shall be extended to the earliest of (i) the Party A
Floating Rate Payer Payment Date (as amended below) in respect of the
Party A Floating Rate Calculation Period during which the final payment
of principal and interest on the Class A MTNs is made, and (ii) the
Series 1999-1 Termination Date, (2) the Party A Final Exchange Date shall
be the Termination Date as so extended and (3) the Party B Final Exchange
Date shall be extended to the Party B Floating Rate Payer Payment Date
(as amended below) on which the final payment of principal and interest
on the Class A MTNs is made. The Party A Final Exchange Amount shall be
reduced by the aggregate amount of the Party A Early Amortisation
Principal Payments and the Party B Final Exchange Amount shall be reduced
by the aggregate of the amount of the Party B Early Amortisation
Principal Payments (the original
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Party A Final Exchange Amount before any reduction, the "Original Party A
Final Exchange Amount" and the original Party B Final Exchange Amount
before any reduction, the "Original Party B Exchange Amount").
Party A Floating Amount
Party A Floating Rate Payer: Party A
Party A Floating Rate
Currency Amount: The Original Party A Floating Rate
Currency Amount as reduced by the
aggregate of the Party A Early
Amortisation Principal Payments
Party A Floating Rate Payer
Period End Dates: The * of each month commencing on
the * of the month next following
the commencement of the Rapid
Amortisation, subject to adjustment
in accordance with the Following
Business Day Convention, [provided,
however, that if the Rapid
Amortisation Period commences other
than on a date that would otherwise
be a Party A Floating Rate Payer
Period End Date, the Party A
Floating Rate Payer Period End Date
shall be the first Party A Floating
Rate Period End Date in the
Amortisation Period]
Party A Floating Rate Payer
Payment Dates: Each Party A Floating Rate Payer
Period End Date, subject to
adjustment in accordance with the
Following Business Day Convention
Party A Floating Rate Option: EURIBOR, as calculated pursuant to
the terms and conditions of the
Class A Notes
Designated Maturity: 1 month, [provided, however, that if
the Designated Maturity of the Party
A Floating Amount prior to the
commencement of the Rapid
Amortisation Period was in respect
of a 3 month period that would end
on a Party A Floating Rate Payer
Payment Date later than the next
succeeding Party A Floating Rate
Payer Payment Date, for the purposes
of calculating the Party A Floating
Amount, the Designated Maturity of
the Party A Floating Rate Option
shall be 3 months as calculated
prior to the commencement of the
Amortisation Period]
Spread: Plus * percent. per annum
Floating Rate
Day Count Fraction: [Actual/Actual]
Reset Dates: First day of each Calculation Period
Party B Floating Amount
Party B Floating Rate Payer: Party B
Party B Floating Rate
Currency Amount: The Original Party B Floating Rate
Currency Amount, as reduced by the
aggregate of all Party B Early
Amortisation Principal Payments
Party B Floating Rate
Payer Payment Dates: Each Party B Floating Rate Payer
Period End Date
Party B Floating Rate Payer
Period End Dates: The * of each month commencing on
the * of the month next following
the occurrence of a Rapid
Amortisation Event, subject to
adjustment in accordance with the
Following Business Day Convention,
provided, however, that if the
Amortisation Period commences other
than on a date that would otherwise
be a Party B Floating Rate Payer
Period End Date, the Party B
Floating Rate Payer Period End Date
shall be the first Party B Floating
Rate Period End Date in the
Amortisation Period
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Party B Floating Rate Amount: The product of the amount due in
respect of the Class A MTNs and the
Class A3 Percentage.
Floating Rate
Day Count Fraction: [Actual/360]
Reset Dates: First day of each Calculation Period
4. Account Details
Payments to Party A:
Account for Payments in EUR SWIFT Code: *
ABA Number: *
Account: *
Account: *
REF: *
Account for Payments in GBP Account: *
REF: *
Payments to Party B:
Account for Payments in GBP: Account: *
REF: *
Account for Payments in EUR: Account: *
Account: *
REF: *
5. Contact for Party A Documentation and Operations:
Telephone: -----------------------------------
Facsimile No: -----------------------------------
6. Governing Law: England
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.
BARCLAYS BANK PLC
By:
Name:
Title:
Confirmed as of the date first written:
GRACECHURCH CARD FUNDING (NO. 1) PLC
By:
Name:
Title:
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