▇ ▇ ▇ ▇ ▇ ▇ ▇ ▇ LIMITED LIABILITY PARTNERSHIP
C H A N C E
CONFORMED COPY
HSBC BANK PLC
as Lender
TURQUOISE CARD BACKED SECURITIES PLC
as Issuer
LAW DEBENTURE TRUST COMPANY OF NEW YORK
as Note Trustee
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EXPENSES LOAN AGREEMENT
RELATING TO THE
TURQUOISE FUNDING MEDIUM TERM NOTE
PROGRAMME
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CONTENTS
CLAUSE PAGE
1. Interpretation...........................................................2
2. The Facility.............................................................6
3. Utilisation..............................................................6
4. Interest.................................................................7
5. Repayment................................................................8
6. Prepayment...............................................................8
7. Enforcement Event........................................................9
8. Enforcement And Subordination............................................9
9. Fees....................................................................10
10. Section 349 Bank........................................................10
11. Assignment..............................................................10
12. Information And Benefit.................................................10
SCHEDULE 1 INITIAL ADVANCE AMORTISATION SCHEDULE...........................11
SCHEDULE 2 AMORTISATION SCHEDULE IN RELATION TO THE ADVANCE................12
SCHEDULE 3 UTILISATION REQUEST.............................................13
SCHEDULE 4 UTILISATION NOTICE..............................................14
SCHEDULE 5 UTILISATION CONFIRMATION........................................16
THIS EXPENSES LOAN AGREEMENT is made on 23 May 2006
BETWEEN:
(1) HSBC BANK PLC, a bank incorporated in England and Wales with company
number 14259, whose registered office is located at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "LENDER");
(2) TURQUOISE CARD BACKED SECURITIES PLC, a public limited liability company
incorporated in England and Wales with company number 5506646, whose
registered office is located at c/o Wilmington Trust SP Services (London)
Limited Tower 42 (Level 11), ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the
"ISSUER"); and
(3) LAW DEBENTURE TRUST COMPANY OF NEW YORK, acting through its New York
branch whose principal place of business is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - 31st
floor, New York, New York 10017 as note trustee (the "NOTE TRUSTEE").
WHEREAS:
(A) The Issuer proposes to issue Series of Notes under a medium term note
("MTN") programme established between, inter alios, the Issuer, and Law
Debenture Trust Company of New York in its capacity as Note Trustee.
(B) Each Series will be constituted by the Note Trust Deed and the relevant
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 Note Trust Deed and
any relevant 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 Issuer 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
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.
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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
"ADVANCE" has the meaning set out in Clause 2 (The Facility);
"AMORTISATION SCHEDULE" shall have the meaning set out in Clause 3.9;
"APPLICABLE MARGIN" means, 1 per cent. per annum in respect of the Initial
Advance and in respect of each other Advance, the margin detailed in the
relevant Utilisation Notice for such Advance;
"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;
"EXPENSES LOAN LEDGER" means a ledger entitled "Expenses Loan Ledger"
maintained by the Issuer in respect of the Issuer Distribution Account;
"FACILITY" means the subordinated expenses loan facility, the terms and
conditions of which are set out in this Expenses Loan Agreement;
"FACILITY LIMIT" means such amount as may be agreed by the Lender and
specified in a Utilisation Notice;
"FINAL REPAYMENT DATE" means in relation to an Advance the final Interest
Payment Date specified on such date in the relevant Amortisation Schedule
for such Advance;
"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;
"INITIAL ADVANCE" has the meaning set out in Clause 3.1;
"INITIAL CLOSING DATE" means such date as shall be agreed between all
relevant parties for the closing of the issue of the First Series;
"INITIAL INTEREST PAYMENT DATE" means the first Interest Payment Date in
respect of the Initial Advance as specified in the Initial Advance
Amortisation Schedule and thereafter in respect of each subsequent Advance
the first Interest Payment Date specified in the Amortisation Schedule for
such Advance;
"INTEREST PERIOD" has the respective meaning ascribed thereto in the
relevant Conditions;
"LIBOR" means the London interbank offered rate determined by or on behalf
of the Lender for each Interest Period in respect of an Advance on the
following basis:
(i) on the first day of the Interest Period for which the rate will
apply (or if such day is not a Business Day, the next succeeding
Business Day), the offered quotation to leading banks in the London
Interbank Market for, in respect of the initial Interest Period a
linear interpolation of the rates for sterling deposits for the
whole month
- 3 -
preceding the Initial Interest Payment Date and for the whole month
concluding after the Initial Interest Payment Date and for each
Interest Period thereafter for one-month sterling deposits by
reference to the display designated as the British Bankers
Association LIBOR Rates as quoted on the Moneyline Telerate Screen
No. 3750 (or (aa) such other page as may replace Moneyline Telerate
Screen No. 3750 on that service for the purposes of displaying such
information or (bb) if that service ceases to display such
information, such page as displays such information on such service
as may replace the Moneyline Telerate monitor) as at or about 11.00
a.m. (London time) on that date (the "SCREEN RATE");
(ii) if, on the relevant date, the Screen Rate does not appear (as above)
the Lender will:
(1) request the principal London office of each of HSBC, Royal Bank of
Scotland plc, Deutsche Bank AG London and Barclays Bank plc or any
duly appointed substitute reference bank(s) as may be appointed by
the Lender (together the "REFERENCE BANKS") to provide the Lender
with its offered quotation to leading banks in the London Interbank
Market for a linear interpolation of the rates for two-month
sterling deposits and three-month sterling deposits (if determining
the rate for the initial Interest Period) or for one-month sterling
deposits (if determining the rate for an Interest Period other than
the initial Interest Period) as at approximately 11.00 a.m. (London
time) on the relevant date in question and in an amount that is
representative for a single transaction in that market at that time;
and
(2) determine the arithmetic mean (rounded upwards to four decimal
places) of such quotations;
(iii) if on the relevant date the Screen Rate is unavailable and two or
three only of the Reference Banks provide offered quotations, the
rate of interest for the relevant Interest Period shall be
determined in accordance with the provisions of paragraph (ii) on
the basis of the arithmetic mean (rounded upwards to four decimal
places) of the offered quotations of those Reference Banks providing
the offered quotations; and
(iv) if fewer than two such quotations are provided by the Reference
Banks as requested, the Lender will determine the arithmetic mean
(rounded upwards to four decimal places) of the rates quoted by
major banks in London, selected by the Lender, at approximately
11.00 a.m. (London time) on the first day of the relevant Interest
Period for loans in pounds sterling to leading European banks for a
period equal to the relevant Interest Period and in amount that is
representative for a single transaction in that market at that time,
PROVIDED, that if the Lender is unable to determine the Screen Rate or, as
the case may be, the arithmetic mean in accordance with provisions in
relation to any Interest Period, LIBOR during such Interest Period will be
the Screen Rate or, as the case may be, the arithmetic mean last
determined in relation to this Expenses Loan Agreement in respect of the
immediately preceding Interest Period;
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"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 (Utilisation Confirmation) from the Issuer confirming the terms
of a 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; and
"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
The Issuer gives certain representations and warranties on each Interest
Payment Date on the terms set out in Schedule 4 (Issuer's Representations
and Warranties) of the Issuer 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.
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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 Expenses Loan Ledger of the relevant Issuer
Distribution Account of such Series 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 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
Expenses Loan Ledger of the relevant Issuer Distribution Account in
accordance with the Issuer's instructions (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;
(ii) it specifies the amount of the Advance to be made pursuant to
the Utilisation Request; and
(iii) it specifies the relevant Issuer Distribution Account for that
Series.
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 including the receipt of satisfactory legal opinions on the
Initial Closing Date, 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.
- 6 -
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 in relation to
the Advance) 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 any 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
each outstanding Advance, at the rate per annum which is the aggregate of
(i) the Applicable Margin with respect to such Advance, 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 the Advance made in relation to that Series
after taking into account all other payments to be made therefrom on such
date in accordance with the Note Trust Deed and the relevant Note Trust
Deed Supplement in priority to such interest, payment of the amount of the
shortfall in respect of that Series ("RELEVANT DEFERRED INTEREST") will be
deferred until the next Interest Payment Date thereafter on which funds
are available to the Issuer to pay such Relevant Deferred Interest.
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 Servicer of each
determination of LIBOR made pursuant to this Expenses Loan Agreement.
- 7 -
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 an Advance are:
5.1.1 deposited in the relevant Issuer Distribution Account for the
Series to which such Advance relates; and
5.1.2 credited to the relevant Expenses Loan Ledger for the Series to
which such Advance relates.
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 below, to the extent monies available to the Issuer
in the Issuer Distribution Account in respect of any Series, as credited
to the relevant Expenses Loan Ledger in accordance with the terms of the
Note Trust Deed and the relevant 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 Note
Trust Deed and any Note Trust Deed Supplement), 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.
5.5 In the event that a Rapid Amortisation Period or Regulated Amortisation
Period commences in respect of the Loan Note backing 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 Expenses Loan Ledger of the relevant Issuer
Distribution Account of such Series at such time which has been allocated
in accordance with the relevant 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 the
relevant 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
- 8 -
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 an Enforcement Notice on the Issuer pursuant to
the terms of any Series of Notes 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 Note Trust Deed and each of the 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 Note Trust Deed and each of the 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.
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 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
- 9 -
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.
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 in accordance with the terms of the Note Trust Deed
and any Note Trust Deed Supplement.
12. INFORMATION AND BENEFIT
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.
- 10 -
SCHEDULE 1
INITIAL ADVANCE AMORTISATION SCHEDULE
The Initial Interest Payment Date in relation to the Initial Advance will be
[o].
The Applicable Margin in respect of the Initial Advance will be [o]%.
** 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
- 11 -
SCHEDULE 2
AMORTISATION SCHEDULE IN RELATION TO THE ADVANCE
made on [o]
The Initial Interest Payment Date in relation to the Advance will be [o].
The Applicable Margin in respect of the Advance will be [o]%.
** 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
- 12 -
SCHEDULE 3
UTILISATION REQUEST
From: Turquoise Card Backed Securities plc
To: HSBC Bank plc
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: [o]
Dated: [o]
Dear Sirs
TURQUOISE CARD BACKED SECURITIES PLC - EXPENSES LOAN AGREEMENT
DATED ON OR ABOUT 23 MAY 2006 (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: [o]
Amount: [o]
3. The proceeds of this Advance should be credited to Series [o] Issuer
Distribution Account [account number].
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
TURQUOISE CARD BACKED SECURITIES PLC
- 13 -
SCHEDULE 4
UTILISATION NOTICE
From: HSBC Bank plc
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
To: Turquoise Card Backed Securities plc
c/o Wilmington Trust SP Services (London) Limited
Tower 42 (Level 11),
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Attention: The Directors
Dated: [o]
Dear Sirs
TURQUOISE CARD BACKED SECURITIES PLC - EXPENSES LOAN AGREEMENT
DATED ON OR ABOUT 23 MAY 2006 (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 [o] requesting an Advance in the
amount of (pound)[o] to be made on [o], we hereby notify you of our
agreement to make an Advance subject to the following terms:
Amount: [o]
Applicable Margin: [o]
Closing Date on which Advance to be made: [o]
Initial Interest Payment Date: [o]
New Facility Limit [o]
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.
- 14 -
Yours faithfully
...............................
authorised signatory for
HSBC BANK PLC
- 15 -
SCHEDULE 5
UTILISATION CONFIRMATION
From: Turquoise Card Backed Securities plc
To: HSBC Bank plc
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: [o]
Dated: [o]
Dear Sirs
TURQUOISE CARD BACKED SECURITIES PLC - EXPENSES LOAN AGREEMENT
DATED ON OR ABOUT [23] MAY 2006 (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 [o].
7. The proceeds of the Advance should be credited to [account].
Yours faithfully
................................
authorised signatory for
TURQUOISE CARD BACKED SECURITIES PLC
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EXECUTION PAGE
LENDER
HSBC BANK PLC
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
ISSUER
TURQUOISE CARD BACKED SECURITIES PLC
By: ▇▇▇▇ ▇▇▇▇▇▇
NOTE TRUSTEE
LAW DEBENTURE TRUST
COMPANY OF NEW YORK AS NOTE
TRUSTEE
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title VICE PRESIDENT
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