EXHIBIT 4.13
▇ ▇ ▇ ▇ ▇ ▇ ▇ ▇ LIMITED LIABILITY PARTNERSHIP
C H A N C E
BARCLAYS BANK PLC
as Excess Interest Beneficiary
and
BARCLAYCARD FUNDING PLC
as Series 99-1 Investor Beneficiary and as Series 02-1 Investor Beneficiary
and
GRACECHURCH RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
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AGREEMENT BETWEEN BENEFICIARIES
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CONTENTS
CLAUSE PAGE
1. Interpretation.............................................................2
2. Assignment Of Entitlement To Excess Spread Relating To Series 02-1.........3
3. Acknowledgements...........................................................3
4. Representations And Warranties.............................................3
5. Third Party Rights.........................................................3
6. Governing Law..............................................................3
7. Jurisdiction...............................................................3
1
THIS DEED is made on [___] October 2002
BETWEEN:
(1) GRACECHURCH RECEIVABLES TRUSTEE LIMITED, a company incorporated in
Jersey with registered number 75210 having its registered office at ▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ in its capacity as trustee of the
trust constituted by a Declaration of Trust and Trust and Cash
Management Agreement dated 23 November 1999 (the "RECEIVABLES TRUSTEE");
(2) BARCLAYS BANK PLC, an institution authorised for the purposes of the
Financial Services and Markets ▇▇▇ ▇▇▇▇ of the United Kingdom, acting
through its business unit "Barclaycard", having its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, in its capacity as
Excess Interest Beneficiary (the "EXCESS INTEREST BENEFICIARY") of the
Receivables Trust pursuant to the terms of a receivables securitisation
agreement dated 23 November 1999; and
(3) BARCLAYCARD FUNDING PLC, a public limited company incorporated in
England and Wales, with company number 2530163, having its registered
office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, in its capacity as
Investor Beneficiary for Series 99-1 (in respect of the Series 99-1
Investor Interest, the "SERIES 99-1 INVESTOR BENEFICIARY") and in its
capacity as Investor Beneficiary for Series 02-1 (in respect of the
Series 02-1 Investor Interest, the "SERIES 02-1 INVESTOR BENEFICIARY").
WHEREAS:
(1) The MTN Issuer has issued the Series 02-1 MTN Certificate to the Issuer
at par with a right to further payments of subscription price as
deferred consideration.
(2) The Deferred Subscription Price will be an amount equal to the excess
spread paid as additional interest on the Series 02-1 MTN Certificate to
the Issuer but which is not utilised by the Issuer.
(3) The Excess Interest Beneficiary wishes to assign to the MTN Issuer its
entitlement to excess spread in relation to Series 02-1 to the Series
02-1 Investor Beneficiary in consideration for payments from the MTN
Issuer of amounts equal to the Deferred Subscription Price.
THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 In this Deed the following expressions have the following meanings:
"DEFERRED SUBSCRIPTION PRICE" means the deferred subscription price
payable by the Issuer to the MTN Issuer as deferred consideration for
the issue of the Series 02-1 MTN Certificate.
"EXCESS ENTITLEMENT CONSIDERATION" means the consideration payable by
the Series 02-1 Investor Beneficiary to the Excess Interest Beneficiary
in respect of the assignment made pursuant to clause 2.1 hereof in an
amount equal to the Deferred Subscription Price.
2
1.2 The headings in this Deed do not affect its interpretation.
1.3 Terms defined in the Master Definitions Schedule and the Series 02-1
Supplement to the Declaration of Trust and Trust Cash Management
Agreement dated [___] October 2002 shall have the same meanings when
used in this Deed unless the context requires otherwise.
2. ASSIGNMENT OF ENTITLEMENT TO EXCESS SPREAD RELATING TO SERIES 02-1
2.1 The Excess Interest Beneficiary hereby assigns its entitlement to excess
spread relating to Series 02-1 to the Series 02-1 Investor Beneficiary
(the "ASSIGNED EXCESS SPREAD") and in consideration for that assignment
the Series 02-1 Investor Beneficiary hereby undertakes to pay to the
Excess Interest Beneficiary the Excess Entitlement Consideration from
time to time on each Distribution Date.
2.2 Each of the Series 99-1 Investor Beneficiary, the Series 02-1 Investor
Beneficiary and the Excess Interest Beneficiary agree that the Assigned
Excess Spread shall henceforth for calculation purposes be treated as
forming part of the Series 02-1 Investor Interest.
3. ACKNOWLEDGEMENTS
3.1 The Receivables Trustee acknowledges that the Assigned Excess Spread
shall henceforth for calculation purposes be treated as forming part of
the Series 02-1 Investor Interest.
3.2 The Assigned Excess Spread will be pledged by the Series 02-1 Investor
Beneficiary under the Series 02-1 MTN Supplement to the Security Trust
Deed and MTN Cash Management Agreement.
4. REPRESENTATIONS AND WARRANTIES
Each party hereto represents and warrants to the other parties, in each
case with respect to itself only, that this Deed constitutes its legal,
valid and binding obligation enforceable in accordance with its terms.
5. THIRD PARTY RIGHTS
A person who is not a party to this Deed has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any provision of
the terms of this Deed.
6. GOVERNING LAW
The laws of England and Wales shall govern this Deed and all matters
arising from or connected with it.
7. JURISDICTION
7.1 Each of the parties hereto irrevocably agrees for the benefit of each
other party that the Royal Courts of Jersey shall have exclusive
jurisdiction to hear and determine any suit, action or proceeding, and
to settle any disputes, which may arise out of or in connection with
this Deed and agrees not to claim that any such court is not a
convenient or appropriate forum, and, for such purposes, irrevocably
submits to the exclusive jurisdiction of such courts.
3
7.2 Each party hereto irrevocably waives any objection which it might now or
hereafter have to the courts of Jersey referred to above being nominated
as the forum to hear and determine any suit, action or proceeding, and
to settle any disputes, which may arise out of or in connection with
this Deed and the transactions which it acknowledges and agrees not to
claim that any such court is not a convenient or appropriate forum.
BY THEIR SIGNATURE HEREOF the Receivables Trustee, the Excess Interest
Beneficiary, the Series 99-1 Investor Beneficiary and the Series 02-1 Investor
Beneficiary have caused this Deed to be duly executed and delivered in Jersey by
their duly authorised representatives, on the day and year first written above.
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EXECUTION
Receivables Trustee
EXECUTED as a Deed by )
GRACECHURCH RECEIVABLES )
TRUSTEE LIMITED )
by its duly authorised signatory )
Excess Interest Beneficiary
EXECUTED as a Deed by )
BARCLAYS BANK PLC )
acting by its duly authorised attorney )
in the presence of: )
Series 99-1 Investor Beneficiary and
Series 02-1 Investor Beneficiary
EXECUTED as a Deed by )
BARCLAYCARD FUNDING PLC )
By )
in the presence of:
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