Exhibit 10.2
▇▇▇▇▇▇▇▇ LIMITED LIABILITY PARTNERSHIP
CHANCE
THE ROYAL BANK OF SCOTLAND PLC
as Lender
ARRAN FUNDING LIMITED
as Issuer
THE BANK OF NEW YORK
as Note Trustee
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EXPENSES LOAN AGREEMENT
RELATING TO
ARRAN FUNDING MEDIUM TERM NOTE PROGRAMME
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CONTENTS
CLAUSE PAGE
1. Interpretation.........................................................2
2. The Facility...........................................................5
3. Utilisation............................................................5
4. Interest...............................................................6
5. Repayment..............................................................7
6. Prepayment.............................................................8
7. Enforcement Event......................................................8
8. Enforcement And Subordination..........................................9
9. Fees..................................................................10
10. Section 349 Bank......................................................10
11. Assignment............................................................10
12. Information, Benefit..................................................10
SCHEDULE 1 INITIAL ADVANCE AMORTISATION SCHEDULE.........................11
SCHEDULE 2 AMORTISATION SCHEDULE IN RELATION TO THE
ADVANCE MADE ON [*]...........................................12
SCHEDULE 3 UTILISATION REQUEST...........................................13
SCHEDULE 4 UTILISATION NOTICE............................................14
SCHEDULE 5 UTILISATION CONFIRMATION......................................16
THIS EXPENSES LOAN AGREEMENT is made on the [Day] [Month] 2005
BETWEEN:
(1) THE ROYAL BANK OF SCOTLAND, PLC, a bank incorporated in Scotland, whose
registered office is located at ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(the "LENDER");
(2) ARRAN FUNDING LIMITED, a private limited liability company incorporated
in Jersey, whose registered office is located at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands. (the "ISSUER"); and
(3) THE BANK OF NEW YORK, acting through its London branch, whose principal
place of business is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ (the
"NOTE TRUSTEE").
WHEREAS:
(A) The Issuer proposes to issue series of Notes under a MTN programme
established between, inter alios, the Issuer, and The Bank of New York
in its capacity as Note Trustee.
(B) Each Series will be constituted by the Arran Funding Note Trust Deed and
the relevant Arran Funding Note Trust Deed Supplement executed on or
about the relevant Closing Date.
(C) On any Closing Date on which the Issuer issues further Notes, the Lender
may, at the discretion of the Lender, advance additional funds to the
Issuer to provide for the payment of certain costs and expenses of the
Issuer associated with the issue of the further Notes and towards
funding a purchase (or further purchase) of Loan Notes from the Loan
Note Issuer, all on the terms and subject to the conditions contained
herein.
(D) The Note Trustee has agreed to act as trustee of the Security Documents
for each Series and to hold the Security on trust for the Secured
Creditors on the terms and conditions contained in the Arran Funding
Note Trust Deed and any relevant Arran Funding Note Trust Deed
Supplement.
IT IS HEREBY AGREED as follows:-
1. INTERPRETATION
1.1 DEFINITIONS
Unless otherwise defined in this Agreement or the context requires
otherwise, words and expressions used in this Agreement have the
meanings and constructions ascribed to them in the Master Definitions
Schedule set out in Schedule 1 (Master Definitions Schedule) of the
Arran Funding Master Framework Agreement which is dated on or about the
date of this Agreement and made between, inter alios, the Issuer and the
Note Trustee.
1.2 INCORPORATION OF COMMON TERMS
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The Common Terms apply to this Agreement and shall be binding on the
parties to this Agreement as if set out in full in this Agreement.
1.3 CONFLICT WITH COMMON TERMS
If there is any conflict between the provisions of the Common Terms and
the provisions of this Agreement, the provisions of this Agreement shall
prevail.
1.4 ADDITIONAL DEFINITIONS
"ACQUISITION" has the meaning set out in the Receivables Trust Deed and
Trust Cash Management Agreement;
"ADVANCE" has the meaning set out in Clause 2 (The Facility);
"AMORTISATION SCHEDULE" shall have the meaning set out in Clause 3.9
(Utilisation);
"APPLICABLE MARGIN" means, 1 per cent in respect of the Initial Advance
and in respect of each other Advance, the margin detailed in the
relevant Utilisation Notice for such Advance;
"CONSOLIDATION DATE" means in relation to an outstanding Advance if more
than one Advance has been made under this Expenses Loan Agreement, the
Initial Interest Payment Date in relation to that Advance as specified
in the relevant accompanying Amortisation Schedule;
"EXPENSES LOAN" means the aggregate of any Advances from time to time
outstanding as such amount is reduced or increased from time to time by
repayments or further advances hereunder;
"FACILITY LIMIT" means any amount as may be increased from time to time
and as agreed by the Lender and specified in a Utilisation Notice;
"FACILITY" means the subordinated expenses loan facility the terms and
conditions of which are set out in this Expenses Loan Agreement;
"FINAL REPAYMENT DATE" means on any date of determination the final
Interest Payment Date specified on such date in the relevant
Amortisation Schedule;
"FIRST SERIES" means the first series of Notes issued by the Issuer;
"INITIAL ADVANCE AMORTISATION SCHEDULE" has the meaning set out in
Clause 3.9 (Utilisation);
"INITIAL ADVANCE" has the meaning set out in Clause 3.1 (Utilisation);
"INITIAL CLOSING DATE" means [ ] or such other date as shall be agreed
between all relevant parties for the closing of the issue of the First
Series;
"INITIAL INTEREST PAYMENT DATE" means [ ] being the first Interest
Payment Date in respect of the Initial Advance as specified in the
Amortisation Schedule for the Initial Advance and thereafter in respect
of each subsequent Advance the first Interest Payment Date specified in
the Amortisation Schedule for such Advance;
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"INTEREST PERIOD" means, for the purposes of this Expenses Loan
Agreement with respect to any Interest Payment Date, the period from and
including the Interest Payment Date immediately preceding such Interest
Payment Date to but excluding such Interest Payment Date, PROVIDED THAT
the initial Interest Period in respect of an Advance shall commence on
and include the Closing Date on which such Advance was made and end on
but exclude the Initial Interest Payment Date in respect of such Advance
as stipulated in the Amortisation Schedule for such Advance;
"INVESTOR BENEFICIARY" means any Person in its capacity as an investor
beneficiary of the Receivables Trust;
"LIBOR" means the RBS column rate (expressed as a rate per annum) for
one month sterling deposits as at 11.00 a.m. (London time) on the first
Business Day of the relevant Interest Period (or in the case of the
first Interest Period on the Loan Date), as displayed on LIBOR08 on
Reuters or such other page or pages as may replace LIBOR08 on that
service for the purpose of displaying such information as determined by
the Lender.
"RELEVANT ADVANCE" means an Advance forwarded by the Lender in respect
of a particular Series of Notes;
"REPAYMENT AMOUNT" has the meaning given to it in Clause 5 (Repayment)
of this Expenses Loan Agreement;
"REPAYMENT DATE" has the meaning given to it in Clause 5 (Repayment) of
this Expenses Loan Agreement;
"UTILISATION CONFIRMATION" means a notice in substantially the form of
Schedule 5 from the Issuer confirming the terms of the Utilisation
Notice;
"UTILISATION DATE" means the Closing Date for an Advance which has been
requested as specified in the Utilisation Request in respect of such
Advance;
"UTILISATION NOTICE" means a notice in substantially the form of
Schedule 4 (Utilisation Notice) specifying the terms on which an Advance
will be made by the Lender to the Issuer;
"UTILISATION REQUEST" shall mean a notice in substantially the form of
Schedule 3 (Utilisation Request) requesting an Advance under the
Facility.
1.5 OBLIGOR/OBLIGEE
Paragraph 1 (Further Assurance) of the Common Terms applies to this
Agreement as if set out in full in this Agreement and as if the Issuer
were the Obligor and the Lender and the Note Trustee were each Obligees
for the purposes of such Paragraph.
1.6 GOVERNING LAW AND JURISDICTION
This Agreement and all matters arising from or connected with it shall
be governed by English law in accordance with Paragraph 26 (Governing
Law) of the Common Terms. Paragraph 27 (Jurisdiction) of the Common
Terms applies to this Agreement as if set out in full in this Agreement.
1.7 REPRESENTATIONS AND WARRANTIES
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The Issuer gives certain representations and warranties on each Drawdown
and Interest Payment Date on the terms set out in Schedule 4 (Issuer's
Representations and Warranties) of the Arran Funding Master Framework
Agreement.
1.8 The headings in this Expenses Loan Agreement shall not affect its
interpretation.
1.9 Words denoting the singular number only shall include the plural number
also and vice versa; words denoting one gender only shall include the
other genders and words denoting persons only shall include firms and
corporations and vice versa.
1.10 Save where the contrary is indicated, any reference in this Expenses
Loan Agreement to this Expenses Loan Agreement or any other agreement or
document shall be construed as a reference to this Expenses Loan
Agreement or, as the case may be, such other agreement or document as
the same may have been, or may from time to time be amended, varied,
novated or supplemented.
2. THE FACILITY
2.1 Subject to the terms of this Expenses Loan Agreement, the Lender hereby
makes available to the Issuer an uncommitted unsecured term loan
facility in an aggregate amount equal to the Facility Limit.
2.2 On each Closing Date, simultaneously with the issue of any Series of
Notes by the Issuer, the Lender will, if it has determined that it will
make an Advance and has received a Utilisation Confirmation, advance to
the Issuer for the credit of the Issuer Distribution Account an amount
(each an "ADVANCE") to be applied with the net proceeds of the issue of
the relevant Notes to provide for the payment of certain costs and
expenses of the Issuer associated with the issue of the Notes (including
the costs and expenses of the Issuer) and towards funding a purchase (or
further purchase) of a Loan Note from the Loan Note Issuer.
3. UTILISATION
3.1 Subject to the provisions of Clauses 3.2 to 3.9 below, simultaneously
with the completion of the issue of the First Series on the Initial
Closing Date, the Lender will make an Advance to the Issuer for the
credit of the Issuer Distribution Account in the amount of [POUND] [*]
(the "INITIAL ADVANCE").
3.2 The Issuer may seek to utilise the Facility on any Closing Date by
delivering to the Lender by no later than the close of business on the
Business Day prior to such Closing Date a Utilisation Request.
3.3 Each Utilisation Request is irrevocable and will not be regarded as
having been duly completed unless:
(i) the proposed Utilisation Date is a Business Day which
corresponds with a Closing Date; and
(ii) it specifies the amount of the Advance to be made pursuant to
the Utilisation Request.
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3.4 Only one Advance may be requested in each Utilisation Request.
3.5 The Issuer is deemed to repeat the representations referred to in
Clause 1.7 (Representations and Warranties) on the date of each
Utilisation Request, each Utilisation Confirmation and each Closing
Date.
3.6 If the Lender decides and subject to such conditions precedent as it may
request, in its absolute discretion, to make an Advance, not including
the Initial Advance, pursuant to the Utilisation Request, the Lender
will deliver to the Issuer, by no later than the close of business on
the Business Day prior to the Closing Date on which an Advance is to be
made, a Utilisation Notice specifying the terms on which the Advance
will be made including, without limitation, the Applicable Margin in
respect of the Advance.
3.7 The Lender may also specify in a Utilisation Notice any increase which
it proposes to make to the Facility Limit.
3.8 By no later than the close of business on the Business Day prior to the
Closing Date on which an Advance is to be made, the Issuer will deliver
a Utilisation Confirmation to the Lender confirming the terms of the
Advance and the increase in the Facility Limit (if any) as set out in
the Utilisation Notice.
3.9 On the Closing Date on which an Advance is to be made following the
receipt of a Utilisation Confirmation, the Lender will deliver to the
Issuer an amortisation schedule in respect of that advance in
substantially the form of Schedule 2 (Amortisation Schedule) attached
hereto setting out the Repayment Amounts to be paid in relation to each
such Advance as well as clearly specifying the Initial Interest Payment
Date in relation to such Advance (an "AMORTISATION SCHEDULE") PROVIDED,
HOWEVER, that in respect of the Initial Advance, the Lender will deliver
to the Issuer an amortisation schedule in substantially the form of
Schedule 1 (Initial Advance Amortisation Schedule) (the "INITIAL ADVANCE
AMORTISATION SCHEDULE").
4. INTEREST
4.1 The periods for which the any outstanding Advance is outstanding
hereunder will be divided into periods which will correspond with the
Interest Periods.
4.2 Subject to Clause 7 (Enforcement Event), the Issuer will pay interest on
any and all outstanding Advances, at the rate per annum which is the
aggregate of (i) the Applicable Margin, and (ii) LIBOR for the relevant
Interest Period. Interest will accrue from day to day and will be
calculated on the basis of actual days elapsed and a year of 365 days
(or 366 days if the relevant Interest Period ends in a leap year) and
will be (subject to Clause 7 (Enforcement Event)) payable in arrear on
each Interest Payment Date.
4.3 To the extent that the aggregate of the monies available to the Issuer
in respect of any Series, as credited to the relevant Expenses Loan
Ledger, on any Interest Payment Date is less than the amount of interest
then due to the Lender in respect of any and all Relevant Advances made
in relation to that Series after taking into account all other payments
to be made therefrom on such date in accordance with the Arran Funding
Note Trust Deed and the relevant Arran Funding Note Trust Deed
Supplement in priority to such interest, payment of the amount of the
shortfall in respect of that Series ("RELEVANT
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DEFERRED INTEREST") will be deferred to the extent of available funds
until the next Interest Payment Date thereafter on which funds are
available to the Issuer to pay such Relevant Deferred Interest; PROVIDED
HOWEVER, that if any Relevant Deferred Interest remains outstanding
after the relevant Final Repayment Date, the Relevant Deferred Interest
will be repaid on the next and subsequent Interest Payment Date to the
extent funds are available for such purpose and any liability in excess
of such available funds shall be extinguished.
4.4 Any payments made by the Issuer under this Expenses Loan Agreement will
be paid after deduction of withholding for tax where such deduction or
withholding is required by law and there will be no obligation on the
Issuer to pay any additional amounts in respect of such withholding or
deduction notwithstanding the term of any other documents to which it is
a party.
4.5 The Lender will promptly notify the Issuer and the Trust Cash Manager of
each determination of LIBOR made pursuant to this Expenses Loan
Agreement.
4.6 In the absence of manifest error, a statement made by the Lender as to
any amount of interest payable pursuant to this Clause 4 will be
conclusive.
5. REPAYMENT
5.1 The Issuer shall procure that sums received on each Interest Payment
Date from the Loan Note Issuer, identified as principal amounts for the
repayment of the Advance are:
(a) deposited in the Issuer Distribution Account; and
(b) credited to the relevant Expenses Loan Ledger for that
Series.
5.2 Subject to Clause 7 (Enforcement Event) and the provisions of this
Clause 5, any outstanding Advance will be repaid in monthly instalments
on each Interest Payment Date as set out in the Amortisation Schedule
then in effect in relation to that Series.
5.3 Each date on which an Advance will be repayable in whole or in an
instalment as stated in the relevant Amortisation Schedule will be a
"REPAYMENT DATE" and each amount so repayable a "REPAYMENT AMOUNT".
5.4 Subject to Clause 5.5 (Repayment) below, to the extent monies available
to the Issuer in the Issuer Distribution Account in respect of any
Series, as credited to the relevant Series Expenses Loan Ledger in
accordance with the terms of the Arran Funding Note Trust Deed and the
relevant Arran Funding Note Trust Deed Supplement thereto, are on any
Repayment Date insufficient to pay in full any Repayment Amount then due
in respect of that Series (after taking into account all other payments
to be made therefrom on such date in accordance with the Arran Funding
Note Trust Deed and supplements thereto), such Repayment Amount will be
reduced by the amount of such shortfall and the next Repayment Amount in
respect of any outstanding Advance in relation to that Series increased
by the same amount; PROVIDED HOWEVER, that if any part of any
outstanding Relevant Advance made in relation to that Series ("RELEVANT
DEFERRED PRINCIPAL") remains outstanding after the Final Repayment Date,
the Relevant Deferred Principal will be repaid on the next and
subsequent Interest Payment Date to the extent funds are
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available for such purpose and any liability in excess of such available
funds shall be extinguished.
5.5 In the event that a Rapid Amortisation Period or Regulated Amortisation
Period commences in respect of the related Loan Note of a particular
Series then, on each subsequent Repayment Date during such period, the
Repayment Amount scheduled to be paid on that date pursuant to Clause
5.1 or Clause 5.2 will be the amount which is the lesser of (i) the
amount standing to the credit of the relevant Series Expenses Loan
Ledger of such Series at such time which has been allocated in
accordance with the relevant Arran Funding Note Trust Deed Supplement
relating to such Series towards payment of additional amounts in respect
of the Expenses Loan and (ii) the amount of the Expenses Loan
outstanding at such time.
6. PREPAYMENT
6.1 The Issuer may prepay the whole or any part of the Expenses Loan on any
Interest Payment Date to the extent of available funds available for
such purpose. Any amounts agreed with the Lender to be prepaid in
accordance with this Clause 6.1 will be additional amounts for the
purposes of Clause [*] of the relevant Arran Funding Note Trust Deed
Supplement.
6.2 Any prepayment will on that Interest Payment Date first reduce the
amount payable in respect of the Repayment Amounts which are payable on
the Repayment Date furthest in time from such Interest Payment Date in
priority to the Repayment Amounts payable on any other Interest Payment
Date.
7. ENFORCEMENT EVENT
If the Note Trustee serves a Enforcement Notice on the Issuer pursuant
to the terms of any Note it will forthwith provide a copy thereof to the
Lender and the Lender may, by notice to the Issuer, declare all or any
part of the Expenses Loan, together with all interest thereon, subject
always to Clause 8 (Enforcement and Subordination), to be immediately
due and repayable.
8. ENFORCEMENT AND SUBORDINATION
8.1 The Lender agrees with the Note Trustee and the Issuer to be bound by
the terms of the Arran Funding Note Trust Deed and each of the Arran
Funding Note Trust Deed Supplements and in particular confirms that no
sum, whether in respect of principal or interest or otherwise relating
to the Expenses Loan, will be due and payable by the Issuer except in
accordance with the priority of payments provided for in the Arran
Funding Note Trust Deed and each of the Arran Funding Note Trust Deed
Supplements, as applicable, unless and until all sums thereby required
to be paid or provided for in priority thereto in relation to such
series have been paid or will be discharged in full.
8.2 The Lender will not take any steps for the purpose of receiving any
debts whatsoever owing to it by the Issuer pursuant to this Expenses
Loan Agreement or enforcing any rights arising out of this Expenses Loan
Agreement against the Issuer or procuring the winding-up, administration
or liquidation of the Issuer in respect of any of its liabilities
whatsoever.
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8.3 The Lender agrees that it will not take any action or proceedings
against the Issuer to recover any amounts due and payable by the Issuer
to the Lender under this Expenses Loan Agreement, except to the extent
that the Issuer has sufficient assets to meet the Lender's claim in full
having taken into account all other liabilities both actual and
contingent of the Issuer which rank in priority to its liabilities to
the Lender under this Expenses Loan Agreement and so that the Issuer
will not be obliged to make any payment to the Lender hereunder if and
to the extent that the making of such payment would cause or be likely
to cause the Issuer to be or become unable to pay its debts as they fall
due.
8.4 Without prejudice to the foregoing provisions of this Clause, the Lender
hereby covenants with the Issuer and the Note Trustee that if, whether
in the liquidation of the Issuer or otherwise (and notwithstanding the
provisions of this Clause 8.4), any payment (which shall include any
set-off, combination or withholding) is received by it in respect of the
Expenses Loan or any interest thereon other than in accordance with the
terms of this Agreement and the Arran Funding Note Trust Deed the amount
so paid will be paid over to the Note Trustee forthwith upon receipt;
PROVIDED HOWEVER, that this Clause 8.4 will have effect only to the
extent that it does not constitute or create and is not deemed to
constitute or create any mortgage, charge or other security interest of
any kind; PROVIDED, FURTHER, HOWEVER, that as between the Note Trustee
and the Issuer or any liquidator thereof such amounts paid under this
Clause 8.4 will be deemed to be paid and as between the Lender and the
Issuer or any liquidator thereof such amounts paid under this Clause 8.4
will be deemed not to have been paid.
8.5 The Lender hereby covenants with the Note Trustee that it will not set
off or claim to set off the Expenses Loan or any interest thereon or any
part of either thereof against any liability owed by it to the Issuer.
8.6 The Lender hereby covenants with the Issuer that it will not take any
corporate action or other steps or legal proceedings for the winding-up,
dissolution or re-organisation or for the appointment of a receiver,
administrator, administrative receiver, trustee, liquidator,
sequestrator or similar officer of the Issuer or of any or all of the
revenues and assets of any of them.
9. FEES
Each of the parties hereto (other than the Note Trustee) will bear its
own costs and expenses in connection with the negotiation, preparation
and execution of this Expenses Loan Agreement (which in the case of the
Issuer may be funded by the Initial Advance) and no fees will be payable
in connection herewith.
10. SECTION 349 BANK
The Lender warrants that it is a Bank as defined for the purposes of
Section 349 of the Income and Corporation Taxes Act 1988 and will be
within the charge to United Kingdom corporation tax as respects all
amounts regarded as interest for United Kingdom tax purposes received by
it under this Agreement.
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11. ASSIGNMENT
Each of the parties hereto agree that the Lender may not assign its
rights hereunder and that the rights of the Issuer hereunder may only be
assigned to the Note Trustee.
12. INFORMATION, BENEFIT
12.1 The Lender shall provide to the Note Trustee such information and
evidence in respect of any dealing between the Issuer and the Lender
under this Expenses Loan Agreement or otherwise as the Note Trustee may
request for the purpose of discharging the duties, trusts, powers,
authorities and discretions vested in the Note Trustee in or under the
Relevant Documents or by operation of law and the Issuer hereby waives
any right or duty of confidentiality which it may have or which may be
owed to it by the Lender in respect of such information and evidence.
IN WITNESS WHEREOF the parties hereto have signed and executed this Expenses
Loan Agreement the day and year first above written.
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SCHEDULE 1
INITIAL ADVANCE AMORTISATION SCHEDULE
The Initial Interest Payment Date in relation to the Initial Advance
will be [ ].
The Applicable Margin in respect of the Initial Advance will be [ ]%.
** PERIOD REPRESENTS MONTH IN WHICH AMOUNTS ARE TO BE PAID **
PERIOD BEG BALANCE PRINCIPAL END BALANCE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
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SCHEDULE 2
AMORTISATION SCHEDULE IN RELATION TO THE ADVANCE
MADE ON [*]
The Initial Interest Payment Date in relation to the Advance will be [*].
The Applicable Margin in respect of the Advance will be [*]%.
** PERIOD REPRESENTS MONTH IN WHICH AMOUNTS ARE TO BE PAID **
PERIOD BEG BALANCE PRINCIPAL END BALANCE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
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SCHEDULE 3
UTILISATION REQUEST
From: Arran Funding Limited
To: The Royal Bank of Scotland plc
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Dated: [*]
Dear Sirs
ARRAN FUNDING LIMITED - EXPENSES LOAN AGREEMENT
DATED [DAY] [MONTH] [YEAR] (THE "EXPENSES LOAN AGREEMENT")
1. We refer to the Expenses Loan Agreement. This is a Utilisation Request
as defined in the Expenses Loan Agreement. Terms defined in the Expenses
Loan Agreement have the same meaning in this Utilisation Request unless
given a different meaning in this Utilisation Request.
2. We wish to borrow an Advance on the following terms:
Closing Date in respect of which Advance requested: [*]
Amount: [*]
3. The proceeds of this Advance should be credited to [account].
4. We confirm that each of the representations referred to in Clause 1.7
(Representations and Warranties) of the Expenses Loan Agreement is
repeated as at the date hereof.
5. This Utilisation Request is irrevocable.
Yours faithfully
................................
authorised signatory for
ARRAN FUNDING LIMITED
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SCHEDULE 4
UTILISATION NOTICE
From: The Royal Bank of Scotland plc
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
To: Arran Funding Limited
Dated: [*]
Dear Sirs
ARRAN FUNDING LIMITED - EXPENSES LOAN AGREEMENT
DATED [DAY] [MONTH] [YEAR] (THE "EXPENSES LOAN AGREEMENT")
1. We refer to the Expenses Loan Agreement. This is a Utilisation Notice as
defined in the Expenses Loan Agreement. Terms defined in the Expenses
Loan Agreement have the same meaning in this Utilisation Notice unless
given a different meaning in this Utilisation Notice.
2. Further to the Utilisation Request dated [*] requesting an Advance in
the amount of [POUND][*] to be made on [*], we hereby notify you of our
agreement to make an Advance subject to the following terms:
Amount: [*]
Applicable Margin: [*]
Closing Date on which Advance to be made: [*]
Initial Interest Payment Date: [*]
Applicable Margin to apply to Aggregate Advance as of [*]: [*]
New Facility Limit [*]
3. We will provide you with an Amortisation Schedule in respect of the
Advance on the Closing Date on which the advance is to be made as
specified above.
4. Upon receipt of this Utilisation Notice, please confirm your agreement
to the terms of the Advance by signing and returning a Utilisation
Confirmation by no later than [5]pm on the Business Day prior to the
Closing Date on which the Advance is to be made.
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Yours faithfully
................................
authorised signatory for
THE ROYAL BANK OF SCOTLAND PLC
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SCHEDULE 5
UTILISATION CONFIRMATION
From: Arran Funding Limited
To: The Royal Bank of Scotland plc
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Dated: [*]
Dear Sirs
ARRAN FUNDING LIMITED - EXPENSES LOAN AGREEMENT
DATED [DAY] [MONTH] [YEAR] (THE "EXPENSES LOAN AGREEMENT")
5. We refer to the Expenses Loan Agreement. This is a Utilisation
Confirmation as defined in the Expenses Loan Agreement. Terms defined in
the Expenses Loan Agreement have the same meaning in this Utilisation
Confirmation unless given a different meaning in this Utilisation
Confirmation.
6. We hereby notify you of our agreement to the terms of the Advance
specified in the Utilisation Notice dated [*].
7. The proceeds of the Advance should be credited to [account].
Yours faithfully
................................
authorised signatory for
ARRAN FUNDING LIMITED
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EXECUTION PAGE
ARRAN FUNDING LIMITED
By:
Process Agent:
▇▇▇▇▇▇▇▇ Chance Secretaries Limited
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
THE BANK OF NEW YORK, LONDON BRANCH
By:
[THE ROYAL BANK OF SCOTLAND PLC]
By:
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