EX-4 14 ex4-13.txt EXHIBIT 4.13 C L I F F O R D LIMITED LIABILITY PARTNERSHIP C H A N C E EXHIBIT 4.13 Dated [8] April 2003 BARCLAYS BANK PLC as Excess Interest Beneficiary and BARCLAYCARD FUNDING PLC as Series 03-1 Investor Beneficiary and GRACECHURCH RECEIVABLES TRUSTEE LIMITED as Receivables Trustee ______________________________________________ AGREEMENT BETWEEN BENEFICIARIES ______________________________________________
CONTENTS CLAUSE PAGE 1. Interpretation...........................................................2 2. Assignment Of Entitlement To Excess Spread Relating To Series 03-1.......3 3. Acknowledgements.........................................................3 4. Representations And Warranties...........................................3 5. Contract (Rights Of Third Parties) Act...................................4 6. Execution In Counterparts, Severability..................................4 7. Governing Law............................................................4 8. Jurisdiction.............................................................4
1 THIS DEED is made on [8] April 2003 BETWEEN: (1) GRACECHURCH RECEIVABLES TRUSTEE LIMITED, a company incorporated in Jersey with registered number 75210 having its registered office at 26 New Street, St. Helier, Jersey JE2 3RA in its capacity as trustee of the trust constituted by a Declaration of Trust and Trust Cash Management Agreement dated 23 November 1999 as the same has been supplemented from time to time (the "RECEIVABLES TRUSTEE"); (2) BARCLAYS BANK PLC, an institution authorised for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom, acting through its business unit "Barclaycard", having its principal place of business at 1234 Pavilion Drive, Northampton NN4 7SG, in its capacity as Excess Interest Beneficiary (the "EXCESS INTEREST BENEFICIARY") of the Receivables Trust pursuant to the terms of a Declaration of Trust and Trust Cash Management Agreement dated 23 November 1999 as the same has been supplemented from time to time; and (3) BARCLAYCARD FUNDING PLC, a public limited company incorporated in England and Wales, with company number 2530163, having its registered office at 54 Lombard Street, London EC3P 3AH, in its capacity as Investor Beneficiary for Series 03-1 (the "SERIES 03-1 INVESTOR BENEFICIARY"). WHEREAS: (1) The MTN Issuer has issued the Series 03-1 MTN Certificate to Gracechurch Card Funding (No.3) PLC at par with a right to further payments of premium by way of Deferred Subscription Price. (2) The Excess Interest Beneficiary wishes to assign to the MTN Issuer its entitlement to excess spread in relation to Series 03-1 in consideration for payments from the MTN Issuer of Excess Entitlement Consideration in amounts equal to the Deferred Subscription Price. (3) On each Distribution Date, the MTN Issuer will pay an amount equal to the excess spread relating to Series 03-1 paid to the Series 03-1 Investor Beneficiary on such Distribution Date (together with (where applicable) certain amounts accruing to the MTN Issuer in its capacity as Series 03-1 Investor Beneficiary) to the Issuer as additional interest on the Series 03-1 MTN Certificate. (4) The Deferred Subscription Price on any Distribution Date will be an amount equal to the said amount paid as additional interest on the Series 03-1 MTN Certificate to the Issuer on such Distribution Date in an amount equal to such excess spread but which is not otherwise utilised by the Issuer. THE PARTIES AGREE as follows: 1. INTERPRETATION 1.1 In this Deed the following expressions have the following meanings: 2 "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 03-1 MTN Certificate. "EXCESS ENTITLEMENT CONSIDERATION" means the consideration payable by the Series 03-1 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. 1.2 The headings in this Deed do not affect its interpretation. 1.3 Terms defined in the Master Definitions Schedule dated 23 November 1999 and amended and restated on 7 July 2000 and the Series 03-1 Supplement to the Declaration of Trust and Trust Cash Management Agreement dated [8] April 2003, (the "SERIES 03-1 SUPPLEMENT"), shall have the same meanings when used in this Deed unless the context requires otherwise. PROVIDED, HOWEVER, that in the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Series 03-1 Supplement or the terms of the Master Definitions Schedule, the terms and provisions of this Deed shall prevail with respect to Series 03-1 only. 2. ASSIGNMENT OF ENTITLEMENT TO EXCESS SPREAD RELATING TO SERIES 03-1 2.1 The Excess Interest Beneficiary hereby assigns its entitlement to Excess Finance Charge Amounts relating to Series 03-1 to the Series 03-1 Investor Beneficiary (the "ASSIGNED EXCESS SPREAD") and in consideration for that assignment the Series 03-1 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 03-1 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 03-1 Investor Interest. 3. ACKNOWLEDGEMENTS 3.1 The Receivables Trustee acknowledges (i) the assignment made pursuant to Clause 2.1 hereof; and (ii) that the Assigned Excess Spread shall henceforth for calculation purposes be treated as forming part of the Series 03-1 Investor Interest. 3.2 The Series 03-1 Investor Beneficiary will create security over the Assigned Excess Spread under the Series 03-1 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 it has the capacity and authority to enter into this Deed and that this Deed constitutes its legal, valid and binding obligation enforceable in accordance with its terms. 3 5. CONTRACT (RIGHTS OF THIRD PARTIES) ACT A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the terms of this Deed. 6. EXECUTION IN COUNTERPARTS, SEVERABILITY 6.1 This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 6.2 If any provision in or obligation under this Agreement shall be invalid, illegal, unenforceable or not permitted to be adduced in evidence in any jurisdiction, the validity, legality, enforceability or ability to be adduced in evidence of the remaining provisions or obligations under this Agreement, or of such provisions or obligations in any other jurisdiction, shall not be affected or impaired thereby. 7. GOVERNING LAW The laws of England and Wales shall govern this Deed and all matters arising from or connected with it. 8. JURISDICTION 8.1 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. 8.2 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. 8.3 Each of the Series 03-1 Investor Beneficiary and the Excess Interest Beneficiary irrevocably appoints the person specified against its name on the execution pages hereto to accept service of any process on its behalf and further undertakes to the other parties hereto that it will at all times during the continuance of this Deed maintain the appointment of some person in Jersey as its agent for the service of process and irrevocably agrees that service of any writ, notice or other document for the purposes of any suit, action or proceeding in the courts of Jersey shall be duly served upon it if delivered or sent by registered post to the address of such appointee (or to such other address in Jersey as that party may notify to the other parties hereto). BY THEIR SIGNATURE HEREOF the Receivables Trustee, the Excess Interest Beneficiary and the Series 03-1 Investor Beneficiary have caused this Deed to be duly executed and 4 delivered in Jersey by their duly authorised representatives, on the day and year first written above. 5 EXECUTION RECEIVABLES TRUSTEE EXECUTED AS A DEED BY ) GRACECHURCH RECEIVABLES ) TRUSTEE LIMITED ) by its duly authorised signatory )
EXCESS INTEREST BENEFICIARY PROCESS AGENT EXECUTED AS A DEED BY ) Bedell Cristin Trust Company BARCLAYS BANK PLC ) 26 New Street acting by its duly authorised attorney ) St. Helier in the presence of: Jersey JE2 3RA SERIES 03-1 INVESTOR BENEFICIARY PROCESS AGENT EXECUTED AS A DEED BY ) Bedell Cristin Trust Company BARCLAYCARD FUNDING PLC ) 26 New Street by ) St. Helier Jersey JE2 3RA
6